UPDATE: Icahn Sends Open Letter to Commercial Metals Shareholders and Board of Directors
Icahn Enterprises Holdings LP (Nasdaq: IEP) today released the following letter to the shareholders and the Board of Directors of Commercial Metals Company, regarding the Icahn tender offer and proxy fight.
Dear Fellow Commercial Metals Shareholders and Members of the Board of Directors:
We believe that Commercial Metals is once again obfuscating the issues in their press release dated January 3, 2012. Commercial Metals has told shareholders that we are being opportunistic and that the Company is worth more than $15 per share. The question you, the shareholders, have to ask yourselves is whether you believe the Company is worth more than $15 per share with this Board and management team executing their announced strategy? We certainly do not want to leave our investment at their mercy in light of the Company's past performance, which we believe has been egregious. If shareholders agree with us, then tender your shares in our Tender Offer.
However, because the Board believes that the stock is worth more than $15 per share, we hereby make the following offer to the Company: If 40.1% of the shares of the Company are tendered into our Tender Offer (giving us more than 50% of Commercial Metals stock), a clear indication that shareholders want to sell their shares now rather than let their investment "ride" with current management, then, if the Board agrees to put the Company up for sale, and in order to avoid a distracting proxy fight, we will extend the Tender Offer to allow the Company to conduct a fair sale process in which our Tender Offer would provide a $15 floor. During such extension, shareholders will continue to have the power to withdraw their shares from the Tender Offer if they choose to do so.
Commercial Metals argues that their "strategic plan is beginning to yield results." In our opinion, they are asking shareholders to give them yet another chance to risk shareholder money on their global expansion plans. This is not the Boy Scouts. In our opinion, now is not the time to give them one more chance. Shareholders should ask themselves -- do you really want this management team and Board managing your assets and investing your capital (money you could deploy to other investments) for another year?
For us the answer is clear: We are NOT willing to do so! We are not willing to put our investment at the mercy of this management team and Board. Therefore, if we do not receive tenders of at least 40.1% of the shares in our Tender Offer, we will withdraw our proxy fight so that we can be free to do as we like with our investment.
We urge shareholders to promptly tender your shares into our Tender Offer prior to the current expiration date of 12:00 midnight on January 10, 2012.
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