Davis Polk is advising Traton SE on its $3.7 billion acquisition of Navistar International Corp. Traton, which already owns an approximately 16.7% stake in Navistar, will acquire all shares it doesn’t already own for $44.50 a share. The deal has been approved by Traton’s executive and supervisory boards, as well as the boards of Volkswagen AG. The deal is expected to close mid-2021, subject to Navistar shareholder and regulatory approvals.

Traton SE is a subsidiary of Volkswagen AG and a leading commercial vehicle manufacturer worldwide with its brands MAN, Scania, Volkswagen Caminhões e Ônibus and RIO. In 2019, Traton Group’s brands sold around 242,000 vehicles in total. Navistar is a holding company whose subsidiaries and affiliates produce International brand commercial trucks, proprietary diesel engines, and IC Bus brand school and commercial buses. An affiliate also provides truck and diesel engine service parts.

The Davis Polk corporate team includes partners George R. Bason Jr. and Michael Davis and associates Morgan Lee and Amira Abulafi. The executive compensation team includes partners Edmond T. FitzGerald and Adam Kaminsky. Partner John B. Reynolds III is providing CFIUS advice. Partner David H. Schnabel is providing tax advice. Partners Neil H. MacBride and Andrew Ditchfield are providing litigation advice. The antitrust and competition team includes partner Jesse Solomon. Members of the Davis Polk team are based New York and Washington DC offices.