Exhibit 12

 

TRATON SE | Dachauer Strasse 641 80995 Munich | Germany Board of Directors
Navistar International Corporation
2701 Navistar Drive
Lisle, IL 60532 USA October 14, 2020          

Chairman of the supervisory board: Hans Dieter Pötsch Executive Board:  Matthias Gründler (Chairman) A. Roberto Cortes  Henrik Henriksson Christian Levin  Christian Schulz Dr. Ing. h.c. Andreas Tostmann TRATON SE  Registered seat: Munich / Germany Registration court:  Amtsgericht München Commercial register  HRB no. 246068 Attention:           Troy A. Clarke
Executive Chairman Subject: Confirmation of proposal Gentlemen: As you know, on January 30, 2020, TRATON SE (“TRATON”) submitted to the Board of Directors of Navistar International Corporation (“Navistar” or the “Company”) a proposal to acquire all outstanding shares of common stock of Navistar not already owned by TRATON at a price of $35 per share, in cash. In response to feedback from Navistar’s Board, on September 10, 2020 we increased our proposal to $43 per share, and on that basis Navistar has allowed TRATON to perform due diligence on the Company over the past weeks. As we have indicated in our discussions, our findings in due diligence lead us to believe that our price of $43 per share fully values the Company. We still believe that this price of $43 per share reflects an extremely attractive premium to Navistar shareholders (a premium of 46% over Navistar’s 90-day volume weighted average price of $29.37 as of September 9, 2020, and a premium of 79% over Navistar’s unaffected price on the day before our January 30, 2020 proposal).

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Therefore, we hereby confirm that $43 per share in cash represents our best and final offer (and is subject to negotiation and execution of mutually acceptable definitive documentation, and approval of the agreed transaction by the relevant boards at TRATON and at Volkswagen Aktiengesellschaft).

This proposal will expire and be deemed withdrawn, with no further action on our part, on Friday, 16 October 2020, at 6pm CET, unless prior to that time you have notified us in writing of your willingness to proceed with discussions with a view to entering into a transaction at that price.

If that is not the case, we will terminate discussions between the companies.

We would note that the proposal in this letter is an expression of intent only, and shall not create any legally binding obligations. No such obligations shall arise unless and until execution and delivery of mutually acceptable definitive documentation by the parties thereto. 

Very truly yours,

TRATON SE 

/s/ Matthias Gründler	/s/ Christian Schulz
Matthias Gründler, CEO	Christian Schulz, CFO

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