Oshkosh rejects Icahn offer as selve-serving and undervalued

26 October 2012

Oshkosh Corp said today that Carl Icahn’s $32.50 per share takeover offer was inadequate and undervalued the company and recommended shareholders to reject his offer.

“Our Board of Directors unanimously concluded that Mr Icahn’s unsolicited, inadequate, highly-conditional and opportunistic Offer significantly undervalues Oshkosh and is not in the best interests of all Oshkosh shareholders,” said Richard M. Donnelly, chairman of the Oshkosh board of directors.

Mr Donnelly said Mr Icahn’s offer was self-serving and an attempt “to enrich himself at the expense of all other Oshkosh shareholders...Your Board encourages shareholders to send a clear message to Mr Icahn that you will not allow him to pursue his self-serving agenda and will not permit him to take control of Oshkosh for a price significantly below the company’s value.”

Charles Szews, Oshkosh’s chief executive officer, said the Icahn offer “does not compensate all shareholders for the compelling growth we expect to achieve in the market recovery. As demonstrated by our fiscal 2012 fourth quarter results, we are delivering on our plan and gaining momentum.

“We nearly doubled our fiscal 2012 fourth quarter adjusted income from continuing operations compared to our fiscal 2011 fourth quarter, and we exceeded the high end of the range of our most recent expectations for fiscal 2012 adjusted earnings per diluted share by $0.12.”

In a letter to its shareholders, Oshkosh said it had met Mr Icahn previously to discuss his proposals to merge with Navistar or to sell JLG “and our board of directors carefully and comprehensively considered and explored these ideas, even though Mr Icahn provided no support for them.”

The letter continued; “Mr Icahn’s idea to sell-off JLG at the bottom of a down market was similarly flawed, especially since JLG’s operating income increased 251% to $229.2 million, or 7.9% of sales, in fiscal 2012, compared to $65.3 million, or 3.2% of sales, in the prior year.”

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