Nov. 29, 2012
Carl Icahn today issued the following statement regarding the tender offer by his affiliates for any and all outstanding shares of Oshkosh Corporation
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
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
board, and we expect the new board to immediately lift the poison pill and remove the other obstacles to our offer under
law which will allow us to close on our tender.[i] 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
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
, 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
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.
NOTICE TO INVESTORS