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Greenbrier Board Of Directors Determines Icahn's Proposal Grossly Undervalues The Company

LAKE OSWEGO, Ore., Dec. 18, 2012 /PRNewswire/ -- The Greenbrier Companies, Inc. (NYSE: GBX) ("Greenbrier" or "the Company") today disclosed that the Company and its advisors have been engaged in discussions with Carl Icahn and his associates regarding an acquisition of Greenbrier by American Railcar Industries, Inc. (NASDAQ: ARII) ("American Railcar") or an acquisition of American Railcar by Greenbrier.  

While Mr. Icahn's 13D/A disclosed a conditional proposal to acquire Greenbrier for $20 per share in cash, the Company noted that in previous conversations with Greenbrier, Mr. Icahn talked about an acquisition of Greenbrier at a price of between $20 and $22 per share in cash.   The Greenbrier Board of Directors believes a price range of $20 - $22 per share is inadequate, grossly undervalues the Company and is not in the best interests of Greenbrier stockholders.

Greenbrier has repeatedly made clear to Mr. Icahn its interest in acquiring American Railcar at a modest premium, taking into account the current full valuation of American Railcar's stock. 

The Greenbrier Board believes that a combination of Greenbrier and American Railcar could be beneficial to both companies and their stockholders, and that there could be substantial synergies achieved through such a combination.  The Board remains ready and willing to continue discussions with Mr. Icahn and to consider any combination of Greenbrier and American Railcar that would be in the best interest of the Company's stockholders.  However, the Board will not support a transaction that undervalues the Company and the potential benefits to American Railcar, or overvalues American Railcar.

Greenbrier's integrated business model and diversified product offerings enhance financial performance across the business cycle, create powerful cross-selling opportunities and capture value for both Greenbrier and its customers throughout the life of a railcar.  Greenbrier's diverse product offerings serve a broad array of commodities, such that the Company is not dependent on only a few drivers of demand.  Over the last several years, the Company has grown its share, particularly in tank and hopper cars, as a result of its strategy.  The Company continues to ramp up tank car production to an annual rate of 3,000 cars, three times as many tank cars as the Company delivered in fiscal 2012, with a targeted 20 percent share of normalized demand in the tank car segment.  Over the cycle, demand for tank cars is forecasted to slow down and be replaced by demand for other railcar types.  Greenbrier is well-positioned to adapt to these changes.  In light of the Company's integrated strategy and low-cost manufacturing footprint, as well as the benefits to Greenbrier of a more broad based economic recovery, Mr. Icahn's proposal grossly undervalues the Company.

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