Carl Icahn today issued
the following statement regarding the tender offer by his
affiliates for any and all outstanding shares of Oshkosh
Corporation OSK for $32.50 per share, which expires at
12:00 midnight, New York City time, on December 3, 2012:
As you know, our any and all tender offer is set to expire this
Monday, December 3, 2012. However, as we previously indicated,
if as of that date, at least 25% of the outstanding OSK shares
are validly tendered in our tender offer, we believe this would
indicate that we would have an excellent chance of prevailing in
our proxy contest. Therefore, so long as we receive that level
of support, we intend to continue our proxy fight and extend the expiration date of the offer until Oshkosh holds its upcoming
annual shareholder meeting, at which time the results of our
proxy contest will be obtained.
If we prevail in our proxy fight, our nominees will replace the
current Oshkosh board, and we expect the new board to
immediately lift the poison pill and remove the other obstacles
to our offer under Wisconsin law which will allow us to close on
our tender. There is no minimum condition for the tender.
Therefore, if we prevail in our proxy fight and the offer
conditions are satisfied, then we will accept ANY AND ALL
tendered shares for payment and we will be irrevocably obligated
to pay you $32.50 per share in cash. However, from the time you
tender your shares up until the time we become irrevocably
obligated to pay you the offer consideration, you may withdraw
any and all tendered shares at any time. Said another way, if
you wish to “ride along with us” then even if you tender now,
which will show your support for our campaign, you can withdraw
your shares up to the last day of our tender offer.
However, if we do not receive tenders of at least 25% of the outstanding shares by the expiration of the offer on December
3rd, we will respect the shareholders' wishes, drop our tender
offer and proxy fight and move on to other endeavors.
This board has made some modest concessions which we believe are
a response to our tender offer, such as finally putting some
concrete parameters around a stock buyback program, in an effort
to address a very weak capital allocation track record. However,
we believe this represents too little, too late. This company
has substantial capacity to repurchase stock and the company has
committed to only go forward with a very small program.
Additionally, this does not address the structural and valuation
challenges that this company faces. Further, we believe that it
is mandatory that JLG be separated from the remainder of the
Oshkosh assets, something that the company apparently is not
willing to do.
We urge all shareholders to tender before the December 3rd
deadline to send a strong message to management that their
current efforts to increase the value of the company are
insufficient. At this point, we are not asking shareholders to make a decision to sell their stock, since they will be able to
withdraw their stock from the tender before we become obligated
to purchase those shares. We are only asking them to support an
extension of the offer and to send a strong signal to the Board
and management team at Oshkosh.
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