Lear Gets Offer From Icahn Affiliate

Southfield, MI, February 5, 2007--Automotive supplier Lear Corp. said Monday a group affiliated with billionaire investor activist Carl Ichan offered to buy the company for $36 per share, or about $2.61 billion.

The offer from American Real Estate Partners LP represents a premium of 4 percent over the stock's Friday closing price of $34.67.

Lear and the bidder are negotiating specific terms and there is no formal agreement, the company said.

Under the terms of the deal proposed by Icahn's group, Lear's senior management, including Chairman and Chief Executive Bob Rossiter, would remain in place. Lear said its board will formally consider the offer once negotiations end.

Lear had sales of $17.8 billion in 2006 and reported a wider fourth-quarter loss after taking charges to sell its interiors unit. The company has seen profit and sales shrink in recent periods after North American carmakers sharply cut production, but its latest results beat Wall Street estimates, sending the stock to a 52-week high last week.

Lear put its loss-making interiors unit into a joint venture controlled by billionaire Wilbur Ross.