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Greenbrier Again Rejects $22 Per Share Proposal From Carl Icahn And American Railcar

LAKE OSWEGO, Ore., Dec. 20, 2012 /PRNewswire/ -- The Greenbrier Companies, Inc. [NYSE: GBX] ("Greenbrier" or "the Company") today reaffirmed that American Railcar Industries, Inc.'s [NASDAQ: ARII] ("American Railcar") conditional proposal to acquire the Company for $22 per share is unacceptable and not in the best interests of Greenbrier stockholders.

Greenbrier also refuted the characterization of events and discussions described in the letter from American Railcar to Greenbrier dated December 19, 2012.  Although representatives of the two companies and Greenbrier's advisers have held discussions on numerous occasions since November 2012, at no point during these discussions did representatives of Greenbrier or its advisers invite or encourage American Railcar to make an offer to acquire Greenbrier for a price in the range of $20$22 per share. To the contrary, Greenbrier has made clear to Mr. Icahn and his representatives that a price range of $20$22 per share would not be acceptable to the Company.

The Greenbrier Board continues to believe that a combination of Greenbrier and American Railcar could be beneficial to both companies and their stockholders, and remains ready and willing to continue discussions.  However, the Board cannot support a transaction that undervalues the Company and the potential benefits to American Railcar, or overvalues American Railcar.

The Company noted that, whether or not conversations continue or an agreement is ultimately reached between Greenbrier and American Railcar, Greenbrier remains confident that it has the right plan in place and is well-positioned for growth and stockholder value creation.

Goldman, Sachs & Co. and Bank of America Merrill Lynch are serving as the Company's financial advisers and Skadden, Arps, Slate, Meagher & Flom LLP and Tonkon Torp LLP are legal advisers.

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