Dell committee seeks information on Icahn offer

ROUND ROCK, Texas — Mon May 13, 2013 8:22am EDT
(Reuters) – The special committee of Dell Inc.’s board on Monday asked Carl Icahn for details of his plans for the computer maker, including how he would finance his offer and who would run the company.
Last week Icahn and Southeastern Asset Management Inc. offered $21 billion in cash for Dell, challenging founder Michael Dell’s $24.4 billion bid to take the company private.
Michael Dell and private equity firm Silver Lake want to take the company private for $13.65 per share, but stockholders, including Southeastern and T. Rowe Price, have complained that the offer severely undervalues the company.
Instead, Icahn and Southeastern, two of Dell’s biggest investors, proposed to give stockholders $12 of cash for every share they own, as well as allow them to keep their stock.
But in a letter to Icahn, the committee said it was not clear if he intended to make “an actual acquisition proposal that the Board could evaluate” or if he intended his offer as an alternative in the event the pending sale to Silver Lake and Michael Dell is not approved.
The committee also asked for information on the terms of the debt financing required for Icahn’s proposal and “contingencies available if cash on hand or stockholder rollovers are less than anticipated,” as well as financing commitment letters.

Icahn’s American Railcar offers to buy Greenbrier for $543 million

ST. CHARLES, Mo., Tue Dec 18, 2012 — American Railcar Industries Inc., controlled by activist investor Carl Icahn, offered to buy rival railcar maker Greenbrier Co.s Inc. for about $543 million, reviving a nearly five-year old plan to combine the companies.

American Railcar’s offer of $20 per share represents a premium of 5.4 percent to Greenbrier’s Monday close of $18.97 on the New York Stock Exchange. The shares were up 3 percent at $19.50 before the bell on Tuesday.

Greenbrier’s shares have risen 36 percent since Icahn reported a 9.99 percent stake in the company last month that made him its largest shareholder.

However, the offer price is still at a discount to the $30-range the Greenbrier stock was trading at when Icahn attempted to merge the companies in 2008. He dropped the bid later that year, saying a combination was not possible due to “unresolved issues”.

American Railcar’s offer is also below Greenbrier’s intrinsic value of $28.56 as measured by Thomson Reuters StarMine.

Icahn abandons effort to take control of Oshkosh

OSHKOSH, Wis., Tue Dec 4, 2012 — Activist investor Carl Icahn on Tuesday abandoned his effort to acquire control of U.S. truck and military vehicle maker Oshkosh Corp. after shareholders tendered fewer shares than he had hoped for.

Only 22 percent of shares were tendered in his $32.50 per share offer, less than the 25 percent threshold Icahn had sought. Icahn, who remains Oshkosh’s largest shareholder with a 9.5 percent stake, had said that many shares would have improved his chances of overhauling the board of the company.

“We are returning all tendered shares and we will not extend the offer,” said Icahn, whose offer valued Oshkosh at $2.98 billion and represented a 21 percent premium on the share price prior to his October bid.

This was Icahn’s second run at Oshkosh; a year earlier he waged an unsuccessful proxy battle, with shareholders rejecting his slate of directors.

Icahn sees CVR deal flushing out better offers

SUGAR LAND, Texas – Billionaire investor Carl Icahn made a $30 a share cash offer for CVR Energy, a move he expects will flush out better deals for the crude oil refiner and fertilizer maker.

Icahn, CVR’s top shareholder with a 14.54 percent stake, had called for a sale of the company earlier this week, saying its stock price did not reflect current high profit margins enjoyed by U.S. refiners.

The activist investor, whose offer values CVR at $2.6 billion, said a sale of the company could fetch as much as $37 a share – a 34 percent premium to the stock’s Wednesday close of $27.60 on the New York Stock Exchange.

Icahn’s offer includes a “contingent value right” that enables shareholders to receive additional cash if the company gets sold for more than $30 a share.

“(An offer of) $37 will provide a reasonable valuation for the company,” said Eliecer Palacios, energy sector specialist at Maxim Group LLC.

“What is in doubt is his ability to find a buyer at that price.”

Icahn urges crude oil refiner CVR Energy to sell itself

SUGAR LAND, Texas – Billionaire investor Carl Icahn urged CVR Energy to put itself up for sale, saying the crude oil refiner and fertilizer maker’s share price does not reflect current high refining margins.

Icahn, who had a stake of 14.54 percent in CVR as of Feb. 6, said in a regulatory filing that there were three or four possible buyers who could benefit from a deal with CVR.

According to the activist investor, he had a chat with CVR’s Chief Executive John Lipinski, who said he would discuss the suggestions with the company’s directors and advisers.

“(CVR) is a small company with only two refineries. As a result, shareholders face an unfavorable risk reward ratio since they bear not only the risk of a decline in crack spreads, but also the risk of production interruptions which would reduce the upside from high crack spreads,” Icahn said in the filing.

A crack spread is the difference between the cost of oil and the price refiners charge for motor fuel.

“We are aware of Mr Icahn’s suggestion that we run a process to sell the company. The board and management remain focused on delivering further value to our shareholders in the future, Steve Eames, a spokesman for CVR, told Reuters.

“We are enthusiastic about our prospects, our operations and our plan to return capital to shareholders.”

On Monday, CVR said it will start paying a quarterly dividend and sell a portion of its investment in majority-owed unit CVR Partners to fund a special dividend payment.

“Shareholders would be better served if the Issuer (CVR Energy) commenced a process to put itself up for sale, rather than pursue the limited initiatives announced by the Issuer,” Icahn said.

Carl Icahn drops $1.73 billion bid for Commercial Metals Co.

IRVING, Texas ― Billionaire investor Carl Icahn on Wednesday dropped his $1.73 billion hostile bid for Commercial Metals Co. after failing to pick up support among the metal company’s other shareholders.

Shares of the company fell about 7 percent in before-the-bell trading. They closed at $14.76 Tuesday on the New York Stock Exchange. Icahn had offered $15 a share.

Icahn, who controls about 10 percent of the company, had hoped to secure support from investors holding another 40.1 percent of the company’s shares. Only 23 percent of the shares were tendered in response to his offer, Icahn said.

The activist investor also withdrew his slate of nominees to the company’s board.

“The company has made a number of promises to shareholders, which shareholders appear to believe will be beneficial to the stock,” Icahn said in a statement. “We respect the views of the shareholders and hopefully their decision not to tender will prove to be the right one.”

Icahn has lost out on a number of recent high-profile proxy contests and takeover attempts. Last year, he gave up on his years-long public campaign against Lions Gate Entertainment LGF.TO, as well as attempts to get board seats at Clorox Co. and drugmaker Forest Laboratories.

Commercial Metals had dismissed Icahn’s $15-a-share tender offer — which represented a 31 percent premium when Icahn made his original approach in November — as “substantially undervalued” and “opportunistic.” The stock briefly topped the $15 mark last week.

Icahn goes hostile with $1.73 billion Commercial Metals bid

NEW YORK ― Billionaire investor Carl Icahn went hostile with his $1.73 billion bid to buy Commercial Metals Co. on Tuesday, a day after the metals recycler rejected his buy-out attempt.

Icahn, who owns about a 10 percent stake in Commercial Metals, said he will start a tender offer and will require the support of at least 40 percent of the company’s shareholders.

On Monday, Commercial Metals rejected the corporate raider-turned activist’s $15 a share offer, saying it substantially undervalued the company and was “opportunistic.”

Commercial Metals’ shares have failed to touch the $15 offer price since Icahn launched his bid last Monday, indicating shareholders’ skepticism of the deal going through. On Tuesday, the stock was trading marginally up at $14.15.

“After attempting to work with the board, we are launching this tender offer so that shareholders can decide for themselves what they wish to do with their company,” Icahn said in a statement.

A Commercial Metals representative declined to comment on Icahn’s latest move.

While Icahn has been largely unsuccessful this year with his proxy battles and takeover attempts, at least one analyst said Commercial Metals shareholders’ could take the bait.

“There’s a good chance shareholders would tender their shares,” said CRT Capital Group analyst Kuni Che. “This (Tuesday’s development) puts pressure on the board and management to take Icahn seriously.”

The company had adopted a shareholders’ rights plan in July to prevent Icahn from increasing his stake.

“If Icahn can get another forty percent of shareholders to go with him it will look like a huge leap of faith. They can then get the poison pill removed,” Che said.

Although shares of the company have dropped 16 percent this year, they still trade at 11.5 times forward earnings — a 16 percent premium to their 10-year historical price-to-earnings ratio, according to Thomson Reuters Starmine data.

At the same time, Starmine SmartEstimate, which puts more weight on more accurate analysts, predicts a huge negative earnings surprise for the current quarter and full year.

This means investors could be drawn to the bid, even though it values the company at a slim premium to the current valuation.

Icahn plans to buy Commercial Metals; investors skeptical

IRVING, Texas ― Carl Icahn offered to buy out Commercial Metals Co. in a deal that values the metals recycler at $1.73 billion, but investors remained skeptical over the billionaire investor’s poor track record in closing acquisitions this year.

The offer of $15 a share from Icahn Enterprises LP represents a premium of 31 percent to Commercial Metal’s Friday close. The stock was trading more than $1 short of the bid price.

The offer is the latest by Icahn this year, which has seen him bow out of several proxy battles and takeover attempts. In September, Icahn had dropped his push to get board seats at Clorox Co. and drug maker Forest Laboratories.

“Icahn has been involved in other companies this year. (But) investors are thinking that maybe once again Icahn does not have a track record, recently, of closing on some of the acquisitions he has proposed,” Susquehanna Financial analyst Arun Viswanathan said by phone.

In August, the corporate raider-turned-activist gave up on his years-long public campaign against Lions Gate Entertainment Corp., agreeing to sell his stake in the studio.

Icahn, who is the largest shareholder in Commercial Metals with a 9.98 percent stake, said he didn’t have “any confidence that the board will ever hold management accountable for poor performance.”

The offer comes a month after he nominated a slate of directors to the board of the company, which has been posting weak results for the past two years. Its shares have dropped nearly 75 percent since touching a life-high of $39.80 in June 2008.

The company had adopted a poison pill shortly after Icahn announced his stake in July.

Last month, the company said it would cut about 13 percent of its global workforce as it closes of some of its underperforming facilities.

“The track record established by the current Board and management team over the last several years is dismal,” he said in a letter to the board.

Icahn said he plans to merge Commercial with PSC Metals, which he acquired from Philip Services Corp for $335 million in 2007.

Shares of Commercial were trading up 23 percent at $14.09 Monday afternoon on the New York Stock Exchange. They had earlier touched a high of $14.17, still short of the offer price.

Navistar deadline highlights investor Icahn’s truck stake

WARRENVILLE, Ill., Billionaire investor Carl Icahn’s big bet on the U.S. heavy-truck industry remains in the spotlight as the deadline nears for investors at Navistar International Corp to nominate new members for the board of directors.

Navistar’s deadline — set for Nov. 15 — comes about a month following Icahn’s purchase of a nearly 10 percent stake in the truck and engine maker.

Navistar has had discussions with Icahn in recent weeks. The company extended its board nomination deadline by about a month after Icahn first publicly disclosed his investment. He expressed a desire for potential board seats in that Oct. 13 disclosure.

Icahn’s interest in Navistar has received increased interest given the similar stake he holds in rival Oshkosh Corp. Last week, Icahn nominated six of his associates for Oshkosh’s board, heightening speculation that he is hatching a plan to merge that company with Navistar.

The two companies have a combined market value of about $5 billion. Navistar is the bigger of the two, with its market capitalization equaling about $3 billion.

Icahn did not immediately respond to requests for comment on his Navistar stake on Friday. He did not update his intentions for Oshkosh when he nominated directors to its board on Nov. 4.

“Navistar’s board and management team are committed to acting in the best interests of the company and our stockholders,” spokesman Jim Spangler said. “We remain focused on executing our strategy.”

Navistar — known mostly for its sales of heavy trucks and big engines in the U.S. — has grown into a more international and diverse player under Chief Executive Daniel Ustian’s leadership in recent years. Like Oshkosh, Navistar now derives a significant part of its revenue and profits from defense contracts, which have served to offset weakness at other key customers, such as municipalities and owners of smaller truck fleets.

Still, Navistar’s primary business remains the sales of heavier trucks to civilian and municipal operators, and the sale of engines to a variety of customers.

Icahn’s investments in Navistar and Oshkosh are worth nearly $500 million. Shares of Navistar and Oshkosh have fallen more than 40 percent off 52-week highs of $71.49 and $40.11 respectively. Oshkosh’s stock, trading at $22.16, has risen more than 10 percent since Icahn proposed his slate of directors.

Icahn eyes seats for self, 10 more on Clorox board

NEW YORK/CHICAGO ― Billionaire investor Carl Icahn wants all 11 seats on the board of consumer products maker Clorox Co., which has twice rejected his offers this summer to buy the company.

In a letter to Clorox on Friday, Icahn said he wants to nominate himself and 10 other people for election to Clorox’ board at its next annual shareholder meeting.

Icahn was twice rebuffed by Clorox in July. His most recent offer was to buy the company for $80 per share, which Clorox on July 26 called “inadequate.”

Icahn, Clorox’ largest shareholder with 9.4 percent of shares, made his first offer public on July 15, and at that time suggested that some of Clorox’s rivals should swoop in to buy the company for more than he was offering.

So far, no other buyers have stepped up to buy Clorox, which is best known for its namesake bleach.

Clorox, based in Oakland, California, could not be immediately reached for comment early on Friday morning.

Shares were up 1.8 percent to $65.30 in premarket trading.