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GM 363 Asset Sale Approved by U.S. Bankruptcy Court

Mon Jul 6, 2009 2:59am EDT
Approval marks another step toward the launch of an independent new GM

NEW YORK - General Motors achieved another milestone in its reinvention last
night when Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved the sale of substantially all of
General Motors Corporation's assets to NGMCO, Inc., an entity funded by the
U.S. Department of the Treasury.  In connection with the closing of the sale
transaction, NGMCO, Inc. will change its name to General Motors Company and
continue to operate under GM's historic corporate and sub brands.  The
approval marks another step toward the launch of an independent new GM.

The new company will acquire GM's strongest operations and will have a
competitive operating cost structure, partly as a result of recent agreements
with the United Auto Workers (UAW) and Canadian Auto Workers (CAW).

The new GM will have lower leverage and a stronger balance sheet, which when
combined with a lower break-even point, will allow it to reduce its risk,
operate profitably at much lower volume levels, and to reinvest in the
business in the key areas of advanced technology and product development. 
GM's subsidiaries outside the United States will be acquired by the new
company and are expected to continue to operate without interruption.

The new GM will be headquartered in Detroit and will be led by Fritz Henderson
as president and chief executive officer and Edward E. Whitacre, Jr. as
chairman of the board of directors.

"A healthy domestic auto industry remains vital to the global economy and we
deeply appreciate the support the U.S., Canadian and Ontario governments and
taxpayers have given GM, and the sacrifices that have been made by so many. 
This has been an especially challenging period, and we've had to make very
difficult decisions to address some of the issues that have plagued our
business for decades.  Now it's our responsibility to fix this business and
place the company on a clear path to success without delay," said Henderson.

The new GM's common stock will be owned by:

    --  U.S. Department of the Treasury: 60.8 percent
    --  UAW Retiree Medical Benefits Trust: 17.5 percent
    --  Canada and Ontario governments: 11.7 percent


    --  The old GM: 10 percent




Additionally, the old GM and the UAW Retiree Medical Benefits Trust will hold
warrants that are exercisable for 15 percent and 2.5 percent of the interests
in the new GM, respectively.

The UAW Retiree Medical Benefits Trust and the Canadian government each may
nominate one member to serve on the board of the new GM. The retiree benefits
trust has selected seasoned auto industry analyst Stephen Girsky.  Also
selected to serve on the board of directors of the new GM are six current
members of the General Motors Corporation board, including Erroll Davis,
Neville Isdell, Kent Kresa, Philip Laskawy, Kathryn Marinello and Fritz
Henderson.  The Canadian government representative and four additional board
members to be identified by the U.S. Treasury will be announced at a later
date.

Judge Gerber's order includes a four-day stay before closing of the sale can
occur.  However, GM expects the sale to close in the near future.  The new
GM's business is expected to be immediately operational and fully competitive,
with an exciting line of new products, a smaller, more focused brand portfolio
and the rationalization of its dealer network well underway.  Current GM
employees will be offered positions by the new company.

In connection with the closing, the current General Motors Corporation will
change its name to Motors Liquidation Company.  Retained assets will be wound
down or sold.  A new board of directors will oversee that process and the
liquidation of the company under the supervision of the Bankruptcy Court.

Forward Looking Language
This news release and management's comments on it contain "forward-looking
statements." These statements are based on GM management's current
expectations and assumptions, and as such involve a number of risks,
uncertainties and other factors that could cause actual results to differ
materially from those that we now anticipate - both in connection with the
chapter 11 filings we made on June 1, 2009 and GM's business and financial
prospects. We believe our judgments about these possible future events are
reasonable, but actual results may differ materially due to a variety of
important factors. Among other items, such factors might include: our ability
to complete the 363 sale on our expected timeline; the ability of our foreign
subsidiaries to restructure, enter into the new investment arrangements they
have announced, and receive other financial support from their local
governments; our ability to build consumers' confidence in our viability
following Chapter 11 proceedings and to continue to attract customers,
particularly for our new products; our ability to continue to sell, spin-off
or phase out some of our brands, to manage the distribution channels for our
products, and to complete other planned asset sales; and the overall strength
and stability of general economic conditions and of the automotive industry,
both in the U.S. and globally. Those risks are described in GM's Annual Report
on Form 10-K for the fiscal year ended December 31, 2008 which was filed March
5, 2009, GM's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2009 which was filed on May 8, 2009, GM's Current Reports on Form
8-K and other GM filings with the Securities and Exchange Commission.


    Contacts:
    Renee Rashid-Merem
    313-665-3128 (office)
    313-701-8560 (cell)
    renee.rashid-merem@gm.com

    Julie Gibson
    212-418-6381 (office)
    313-213-3086 (cell)
    julie.m.gibson@gm.com


/PRNewswire -- July 6/
SOURCE  General Motors Corporation



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