Federal-Mogul enters into merger agreement with Icahn Enterprises

September 6, 2016

Federal-Mogul Holdings Corporation and Icahn Enterprises L.P. have announced that Federal-Mogul has entered into an Agreement and Plan of Merger with a subsidiary of Icahn Enterprises, Federal-Mogul’s majority shareholder. The move will see Icahn Enterprises offer to purchase all of the outstanding shares of Federal-Mogul common stock not owned by Icahn Enterprises or its affiliates.

The all-cash offer represents a premium of 86% above Federal-Mogul’s closing share price of $4.98 on February 26, 2016, the business day prior to Icahn Enterprises’ original proposal. The merger agreement has been unanimously approved by the Boards of Directors of both companies, the Audit Committee of Icahn Enterprises and the Special Committee of independent directors previously established by Federal-Mogul’s Board of Directors to review and evaluate Icahn Enterprises’ proposal.

Upon completion, Federal-Mogul will be an indirect wholly-owned subsidiary of Icahn Enterprises, becoming a privately held company with its common shares no longer be listed on the NASDAQ or any public market.

Federal-Mogul was founded in Detroit in 1899 and maintains its worldwide headquarters in Southfield, Michigan. The Company has more than 53,000 employees globally.

www.federalmogul.com

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