February 9, 2007 / 2:30 PM / 13 years ago

CORRECTED - UPDATE 1-Lear agrees to Icahn buyout, may seek other offers

(Corrects fourth paragraph to say Pzena is one of Lear’s largest shareholders) (Adds details and background)

CHICAGO, Feb 9 (Reuters) - Auto parts maker Lear Corp. (LEA.N) said on Friday it had accepted a $2.31 billion buyout offer from billionaire investor Carl Icahn, but also said it could solicit alternate proposals for 45 days.

Icahn, Lear’s biggest shareholder, offered $36 per share. Lear shares closed at $40.07 on Thursday on the New York Stock Exchange, indicating investors believe a higher bid may emerge.

The Icahn deal is worth $5.3 billion including assumed debt. It is expected to close by the end of the second quarter, subject to stockholder approval.

Pzena Investment Management, one of Lear’s largest shareholders, opposed the Icahn offer and said Lear should be valued at closer to $60 per share. A Pzena representative was not immediately available to comment on Friday.

Icahn, who owns nearly 16 percent of Lear’s shares, disclosed his cash offer for the rest of the shares earlier this week. He holds nearly 12 million of the roughly 76.3 million shares outstanding at the end of 2006.

The deal with Icahn affiliate American Real Estate Partners LP (ACP.N) includes a break-up fee if Lear accepts a superior proposal. Lear also may respond to unsolicited offers.

Southfield, Michigan-based Lear, which produces auto seats, interiors and electronics, would no longer be publicly traded after the deal is completed with Icahn. Senior management, including Chief Executive Bob Rossiter, would remain in place.

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