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Preserving Arvin

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Among those provisions was a succession plan, which called for me to initially become president and COO of the merged company but then to become chairman and CEO within two years. It was well known to the parties that it was my intent to return the corporate headquarters to Columbus and Indiana, its state of incorporation, upon becoming CEO.

We all know this didn’t happen. The lesson here is that even a fully negotiated merger agreement is often overridden after closing by the board and management of the merged entity. The enforcement mechanism of merger agreements is quite weak, and the same business judgment rule that protects boards generally gives them great latitude to override the terms of the agreement.


And...


I take full responsibility for not protecting the interests of Arvin’s dedicated employees and our committed communities.


My personal opinion is that Bill was probably too nice and too trusting to end up in this situation at this point in time.  These are hardly terrible or indictable qualities in the court-of-judging-people-to-be-evil-and-terrible?


At any rate, just shy of eleven years (from July 2000 to early 2011) after the celebrations and the flag-raisings and years of challenging business and cultural struggles, the last of the former Arvin businesses were sold / divested from ArvinMeritor.


And Arvin was dropped from the name. 


Today, many of the former Arvin facilities lay empty while many are full (even fuller) of employees still building quality products and satisfying customers all over the globe.  They're simply doing it with a different logo on their employee badges and hopefully with some good memories of Arvin helping them with the task of ... Preserving Arvin.

In early 2000, it was announced that Arvin was looking at a merger with Michigan-based Meritor (the former Rockwell Automotive) in what was described as a "merger of equals".  What ensued in the next eleven years is the next-to-last, but very telling, chapter in our look at Preserving Arvin.


*** A good time to reiterate:  All of the views and opinions presented on this website are solely those of this writer ***


It all sounded great in the press and in planning meetings --- a heavyweight supplier to the large truck market with its own, unique business cycles merging with a heavyweight supplier to the light vehicle market with its own unique business cycles.  One piece of the business would be helped through soft periods of earnings by the other piece of the business.  Customer alliances on one side of the business would open doors for sales on the other side of the business.  Product expertise on one side of the business would open doors for new marketing opportunities through channels on the other side of the business.


And not too far into the merger, ArvinMeritor approached $10B in sales and climbed higher on the Fortune 500 list.


Differing corporate structures and cultures would be challenges but could be overcome in time. 


But two things (among others) that were never really stated took on the rols of elephants-in-the-room many times.  They were:


  • The concept of "merger of equals" is pretty much a myth
  • Culture wins.  Every time.  And when the business climate or perception dictates swift actions (or reactions), there are usually casualties in any culture battle.  In this case, the cultural differences magnified the merger of equals myth.


If you live in Columbus, Indiana, or if you worked for Arvin prior to the merger; you've heard much about what (CHOOSE ONE) a  terrible/tragic/foolish/sad move the merger was.


And much of the blame is cast toward Bill Hunt, the pre-merger CEO of Arvin and (per the merger agreement) the successor to Larry Yost as the ArvinMeritor CEO a couple years into the merger.  But that never happened and opinions abound as to where the blame should fall. 


One thing most people have for years failed to recognize is --- Bill did not approve the merger; rather the Arvin Board of Directors did.  I've heard literally hundreds of people cast aspersions in Bill's direction, but NEVER ONCE did anyone say anything about the board's decision until I've brought it to the conversation.  In 2015, Bill published an article in the Indiana Business Journal entitled "A Mea Culpa Over Sale of Arvin Industries".    (Read the entire text by clicking on the preceding title)  The texts below were written in first person by Bill.


Here are two excerpts from the article:





ArvinMeritor, Inc.