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Icahn Says Oshkosh Offer Not Related to Financing or Due Dilligence

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Carl Icahn today issued the following response to statements by Oshkosh Corporation (NYSE: OSK) regarding Mr. Icahn's any and all tender offer for Oshkosh shares at $32.50 per share in cash. The tender offer expires at 12:00 midnight, New York City time, on December 3, 2012.

While we have been cynical regarding the decision making processes of the Oshkosh board of directors, their recent statements and actions even surprise us. The board continues to insist that our tender offer is conditional, however, the conditionality of this tender offer is not tied to financing or due diligence, and is in large part to overcome obstacles which this board has either instituted themselves or failed to remove. Conditionality in this tender offer is not materially different than that contained in our tender offer for CVR Energy through which we purchased approximately 80% of the outstanding CVR shares.

Additionally, this board has referred to our tender offer as opportunistic and inadequate. However, in our opinion, it is this board, not us, who is acting in an opportunistic and inadequate manner. This board refused to allocate any meaningful capital to repurchase shares during fiscal 2012 when the stock traded at an average price of $22.34 per share. Yet AFTER we tendered for the company, and the shares traded up over $30.00 per share, the company then determined repurchasing shares might be a good idea. We strongly believe that the board's new found capital allocation strategy is disingenuous,

with its sole purpose being to try to defeat our tender offer. It remains a mystery to us why the board believes that shareholders, who, in our opinion, have been subjected to this company's irresponsible and unsuccessful attempts to allocate capital and generate shareholder returns over the past five years, would be convinced that this 11th hour attempt to redeem their tarnished track record would convince anyone.

It is time for all shareholders to send the message to this board and management team that it is time for a capital allocation and business strategy which is driven by a desire to create shareholder value rather than one that in our opinion is clearly driven by a desire to preserve the status quo and the employment of failed executives and directors.

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