AREP Increases Lear Offer to $37.25 Per Share

Annual Meeting of Stockholders to be adjourned until July 16, 2007

    SOUTHFIELD, Mich., July 9 /PRNewswire-FirstCall/ -- Lear Corporation
 ( LEA) ("Lear"), a leading global supplier of automotive seating,
 electronics and electrical distribution systems, today announced that its
 Board of Directors has approved an amendment to the Merger Agreement with
 American Real Estate Partners, L.P. ( ACP) ("AREP"), a diversified
 holding company. Under this amendment, AREP has agreed to increase its
 offer price for shares of Lear common stock from $36 to $37.25 per share.
     (Logo: http://www.newscom.com/cgi-bin/prnh/20070503/CLTH111-A )
     "The Lear Board concluded unanimously that the original Merger
 Agreement with AREP was fair and in the best interests of Lear's
 stockholders. The increased price makes the transaction even more
 attractive," commented Larry W. McCurdy, Lear's lead independent director.
 "We believe the revised price represents a meaningful increase in value for
 Lear stockholders, and we strongly encourage a vote in favor of the revised
 Merger Proposal," McCurdy added.
     In conjunction with the amended Merger Agreement, the Company intends
 to convene its Annual Meeting of Stockholders planned for Thursday, July
 12, 2007 at 10:00 a.m. (Eastern Time) and then immediately adjourn the
 meeting, with no vote being taken on any matter, until Monday, July 16,
 2007 at 1:00 p.m. (Eastern Time). The location for both meetings is the
 Hotel du Pont, located on 11th and Market Streets, Wilmington, Delaware
 19801. Lear stockholders of record as of May 14, 2007 are eligible to vote
 on the Merger Proposal and other matters that will be considered at the
 July 16, 2007 meeting.
     A Proxy Supplement outlining the revised terms will be filed with the
 Securities and Exchange Commission, and mailed to all Lear stockholders of
 record. If stockholders holding a majority of the outstanding shares of
 Lear's common stock approve the revised Merger Proposal, all Lear
 stockholders who do not exercise their appraisal rights will receive $37.25
 in cash following the closing.
     Under the amended Merger Agreement, and subject to certain exceptions,
 in the event that holders of a majority of Lear's outstanding shares do not
 approve the Merger Proposal by July 16, 2007, AREP will be entitled to
 receive a payment of $12.5 million in cash as well as 335,570 shares of
 Lear common stock. In addition, the Company has agreed to increase the
 Icahn group's share ownership limitation under Section 203 of the Delaware
 General Corporation Law from 24% to 27% of Lear's outstanding common stock.
 The amended Merger Agreement will terminate by its terms in the event that
 Lear's stockholders do not approve the Merger Proposal by July 16, 2007.
     The consummation of the merger is subject to customary conditions,
 including approval by the holders of a majority of the outstanding shares
 of the Company's common stock. Lear stockholders are encouraged to read the
 definitive Proxy Statement and Supplements for complete details regarding
 the Merger Agreement, and to complete and sign their proxy/voting
 instruction cards.
     About Lear
     Lear Corporation is one of the world's largest suppliers of automotive
 seating systems, electronic products and electrical distribution systems.
 Lear's world-class products are designed, engineered and manufactured by a
 diverse team of more than 90,000 employees at 236 facilities in 33
 countries. Lear's headquarters are in Southfield, Michigan. Lear is traded
 on the New York Stock Exchange under the symbol [LEA]. Further information
 about Lear is available on the Internet at http://www.lear.com.
     About AREP
     American Real Estate Partners, L.P. ("AREP"), a master limited
 partnership, is a diversified holding company engaged in a three primary
 business segments: Gaming, Real Estate and Home Fashion. AREP is traded on
 the New York Stock Exchange under the symbol [ACP]. To learn more about
 AREP, please visit the Internet at http://www.arep.com.
     Important Additional Information has been filed with the SEC
     In connection with the proposed merger, Lear filed a definitive Proxy
 Statement, and Supplements thereto, with the Securities and Exchange
 Commission ("SEC") on May 23, 2007 and June 18, 2007, respectively, for its
 stockholders' meeting. A further Supplement covering the terms of the
 amended Merger Agreement will be filed with the SEC. Lear has also filed
 with the SEC additional materials regarding the meeting. Before making any
 voting decision, Lear's stockholders are urged to read the Proxy Statement,
 as supplemented, regarding the merger carefully in its entirety because it
 contains important information about the proposed transaction. Lear's
 stockholders and other interested parties may also obtain, without charge,
 a copy of the Proxy Statement and other relevant documents filed with the
 SEC from the SEC's website at http://www.sec.gov. Lear's stockholders and
 other interested parties may also obtain, without charge, a copy of the
 Proxy Statement and other relevant documents by directing such request to
 Lear Corporation, 21557 Telegraph Road, P.O. Box 5008, Southfield, Michigan
 48086- 5008, Attention: Investor Relations, or through Lear's website at
 www.lear.com.
     Lear and its directors and officers may be deemed to be participants in
 the solicitation of proxies from Lear's stockholders with respect to the
 merger. Information about Lear's directors and executive officers and their
 ownership of Lear's common stock is set forth in the Proxy Statement.
 Stockholders and investors may obtain additional information regarding the
 interests of Lear and its directors and executive officers in the merger,
 which may be different than those of Lear's stockholders generally, by
 reading the Proxy Statement and other relevant documents regarding the
 merger, which have been, and which may in the future be, filed with the
 SEC.
 
 

SOURCE Lear Corporation