NEW YORK (TheStreet) -- Clorox(CLX) - Get Report investors voiced their disapproval with billionaire investor Carl Icahn's move to withdraw his plans to take control of Clorox's board, though Icahn did so citing lack of shareholder support for the nominations.
Icahn said there would not be enough shareholder support for the nomination of himself, his son and nine others for election to Clorox's board at its next annual shareholder meeting, according to a Friday filing with the Securities and Exchange Commission.
Shares of the consumer and household products maker fell 5% to $65.92 amid heavy trading Monday morning. Nearly 1.9 million shares changed hands just over 90 minutes into the trading session, compared with their average daily volume of just 1.4 million.
Clorox confirmed Icahn's withdrawal of board nominations, saying it was "confident" in its strategy to benefit shareholders by focusing on consumer trends.
In late August, Icahn had stepped up his proxy fight for Clorox, saying he would backstop an auction for the cleaning supplies maker, hoping to obtain $78 per share, if the board members he had nominated were elected. If the auction failed to bring in an offer at that price he promised to buy the company himself at that rate, valuing Clorox at $10.26 billion.
Icahn already owned around 9.5% of Clorox, according to an August SEC filing, worth around $5 billion.
Clorox had twice rejected Icahn's acquisition bids; in mid-July he offered $76.50 per share, and then raised his offer to $80 per share. Clorox then adopted a shareholder rights plan, which amounts to a "poison pill" that protects against hostile buyers through share dilution. Clorox's most recent takeover rejection came as the company questioned Icahn's ability to fund the acquisition. Icahn said he would fund half of the purchase with cash, with the remainder funded through registered senior unsecured notes. He has also said he had a "highly confident" financing letter from
On Aug. 19 Icahn made clear his plans to take control of all the seats on Clorox's board, intending to nominate himself, his son and nine others for election to the company's board at its next annual shareholder meeting, the date of which had yet to be set.
"When you try to seek control
of a company's board, rather than nominating a minority slate, the focus becomes what you'll do with control as opposed to the failings of the earlier management team," Charles Elson, director of the University of Delaware's Weinberg Center for Corporate Governance, told
at the time.
Icahn's original proposal was widely viewed as merely a way to put Clorox in play. Entities controlled by Icahn own roughly 9.5% of Clorox's outstanding common stock, making him the company's largest shareholder. He tapped consumer products makers
Procter & Gamble
as possible "strategic buyers" that might offer "superior bids." "We are in a unique position as your largest shareholder in that we are wearing two hats -- one as a shareholder and another as a buyer," Icahn wrote in his July 15 letter.
Written by Miriam Marcus Reimer in New York.
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