On April 26, 2022, Tenneco Inc., a Delaware corporation (Tenneco), filed its
definitive proxy statement (the Definitive Proxy Statement) with the U.S. Securities and Exchange Commission (the SEC) relating to the annual meeting of stockholders of Tenneco (the Annual
Meeting) to be held virtually at www.virtualshareholdermeeting.com/TEN2022, on June 7, 2022, at 9:15 a.m., Central Time, to, among other things, seek approval of the Agreement and Plan of Merger (the Merger
Agreement), by and among Tenneco, Pegasus Holdings III, LLC, a Delaware limited liability company (Parent), and Pegasus Merger Co., a Delaware corporation and wholly owned subsidiary of Parent (Merger
Sub), pursuant to which among other things, and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Tenneco, with Tenneco surviving as a wholly owned subsidiary of Parent (the
Merger).
As previously disclosed, following the announcement of the Merger, a total of eight complaints were filed in State and
Federal courts naming some or all of Tenneco, members of its board of directors, and Apollo Global Management, Inc. as defendants. Subsequent to the filing of the Definitive Proxy Statement, two additional complaints have been filed. First, on
May 17, 2022, a purported stockholder of Tenneco filed an action in the United States District Court for the Southern District of New York. Second, on May 19, 2022, a purported stockholder of Tenneco filed an action in the United States
District Court for the District of Delaware. These additional complaints assert claims and seek relief that is substantially similar to the claims asserted and relief sought in the previously disclosed Federal court complaints.
While Tenneco believes that all of these complaints are without merit and that the disclosures set forth in both the preliminary proxy statement filed with
the SEC on March 14, 2022 and the Definitive Proxy Statement comply fully with applicable law, in order to moot plaintiffs unmeritorious claims, avoid nuisance and possible expense and delay, and provide additional information to our
stockholders, Tenneco has determined to voluntarily supplement the Definitive Proxy Statement with the supplemental disclosure set forth below (the Supplemental Disclosure). Nothing in the Supplemental Disclosure shall be deemed
an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein or in the Definitive Proxy Statement. To the contrary, Tenneco specifically denies all allegations that any additional disclosure was
or is required.
Important information concerning the Merger is set forth in the Definitive Proxy Statement. The Definitive Proxy Statement is amended and
supplemented by, and should be read as a part of, and in conjunction with the information set forth in the Supplemental Disclosure.
If you have any
questions concerning the Merger, the Definitive Proxy Statement or this Supplemental Disclosure, would like additional copies or need help voting your shares of Tenneco common stock, please contact Tennecos proxy solicitor, Innisfree M&A
Incorporated.
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