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Icahn Replies To Questions Regarding Tender Offer For Commercial Metals Company









NEW YORK, Jan. 5, 2012 /PRNewswire/ -- Icahn Enterprises Holdings LP ("Icahn") (a subsidiary of Icahn Enterprises LP (Nasdaq: IEP)) today released the following statement to shareholders of Commercial Metals Company (the "Company"), regarding the Icahn tender offer (as it may be extended from time to time, the "Tender Offer") and proxy fight.

In response to questions regarding the Tender Offer and proxy fight, Icahn stated as follows:

As we announced yesterday, we made an offer to the Company that if 40.1% of the shares of the Company are tendered into our Tender Offer (giving us more than 50% of Commercial Metals stock), then if the Board agrees to put the Company up for sale, we will extend the Tender Offer to allow the Company to conduct a fair sales process in which our Tender Offer would provide a $15 floor if no higher bid emerges.  During such extension, shareholders will continue to have the power to withdraw their shares from the Tender Offer if they choose to do so.

However, if 40.1% of the shares are tendered, but the Board does not agree to hold a sales process, then we will extend the Tender Offer, continue with our proxy fight and go to court in Delaware to fight for the ability to close the Tender Offer and will take this case to the Delaware Supreme Court, if necessary, and will attempt to bring other pressures on the Board to persuade them to respect the wishes of the majority of shareholders.  And, during any such extension shareholders will continue to have the power to withdraw their shares from the Tender Offer.

If we do not receive tenders of at least 40.1% of the shares in our Tender Offer, then we will withdraw our proxy fight so that we can be free to do as we like with our investment.

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