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Oshkosh Board Of Directors Unanimously Rejects Carl Icahn’s Unsolicited, Inadequate, Highly Conditional And Opportunistic Tender Offer

October 26, 2012

Dear Fellow Shareholders:

On October 17, 2012, Carl Icahn launched an unsolicited, inadequate, highly conditional and opportunistic tender offer to acquire your shares of Oshkosh Corporation common stock for $32.50 per share in cash (the “Offer”).

Your Board of Directors has thoroughly reviewed Mr. Icahn’s Offer, in consultation with the Company’s financial and legal advisors, and unanimously determined that the Offer is inadequate, undervalues the Company and is not in the best interests of all Oshkosh shareholders. Many sell-side research analysts covering the Company have come to the same conclusion, and Mr. Icahn himself has even stated publicly that the Company is worth a lot more than his inadequate Offer price. Your Board is confident that the continued implementation of the Company’s MOVE strategy is the best way to generate significant value for all Oshkosh shareholders.


Since Mr. Icahn has taken his position in Oshkosh, he has tried to force a series of ill-considered transactions that would have either destroyed value or benefited Mr. Icahn rather than all of Oshkosh’s shareholders.

Last year, Mr. Icahn tried to force a merger with Navistar or a divestiture of JLG. Oshkosh’s management met with him multiple times to discuss these ideas, and our Board of Directors carefully and comprehensively considered and explored these ideas, even though Mr. Icahn provided no support for them. Rather than engage in a proactive dialogue, Mr. Icahn refused to listen to Oshkosh’s Board and management team, and instead ran a costly and distracting proxy contest where his candidates were rejected by Oshkosh’s shareholders.

Icahn’s proposed merger between Navistar and Oshkosh would have been particularly disastrous for Oshkosh’s shareholders. Navistar’s stock price has dropped sharply this year, from a 52-week high of $48.18 on February 3, 2012, to a low of $18.59 on October 25, 2012. 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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