3 Deals to Watch: Icahn Clears Out of Clorox

NEW YORK ( TheStreet) -- Buyout veteran Carl Icahn withdrew his nomination of a slate of directors, including himself, for Clorox's ( CLX) board.

The revelation made in a 13D filing with the Securities and Exchanges Commission puts his hostile $78 a share bid for the cleaning products giant in question. According to a filing at the end of August, Icahn owned roughly 9.5% of the company and was the company's largest single shareholder, holding close to $5 billion worth of stock.

Shares of Clorox fell nearly 6% to $65.09 in morning trading as investors weighed the impact on the removal of the slate of directors on a hostile takeover done at premium to market prices.

In July, Icahn first bid on the Oakland, Ca. -based company for $76.50 at a 12% premium to the market price at the time. In a letter to Clorox Chief Executive Donald R. Knauss that came with his bid, Icahn indicated that if his purchase were to go through, he would expect an investment gain with a subsequent sale. Icahn wrote, "potential 'Strategic Buyers' for the entire company in our opinion include Procter and Gamble ( PG), Unilever, Colgate Pamolive ( CL), Reckitt Benckiser, Kimberly Clark ( KMB), and Henkel AG." His letter further explained that synergies with prospective buyers could warrant "even an acquisition of Clorox for $100 per share."

Clorox quickly rejected the bid saying, "Mr. Icahn's unsolicited proposal is neither credible nor adequate." Included in Icahn's initial bid was a letter from Jefferies ( JEF) that showed it granted him $7.8 billion in debt financing to pay for the company he valued at roughly $12.6 billion when including its debt.

Icahn followed by raising his bid to $80 a share just days later, only to be rejected again. Not to be stopped, in August Icahn elected himself and a slate of directors in an attempt to oust Clorox's board. With Icahn loyal directors also came a drop in the bid price to $78 a share.

Friday's filing was accompanied by the admission that "a considerable base of shareholders" would not support the nominations.

In August, a defeated Icahn sold his holdings of Lions Gate Entertainment ( LGF) for $7 dollars a share, recording little if any gain.


In a letter to Yahoo! ( YHOO) employees, Chief Executive Jerry Yang has confirmed the company's board has hired Allen & Company to do a "strategic review to help the Company to a path of robust growth." The letter, first leaked on Friday indicated the company may be considering a review of the company, code word for a sale or merger, which had been reported earlier in the week by Bloomberg News. The stock gained more than 5% after the news broke.

The largest U.S. website by viewers is reeling after its board voted to fire former Chief Executive Carol Bartz earlier this September and replace her with CFO Timothy Morse on an interim basis. The Sunnyvale, California based Company has been in talks with AOL Chief Executive Tim Armstrong about a potential merger. A merged Yahoo! and AOL ( AOL) would likely keep Armstrong on as CEO to run the combined company.

In the letter co-signed by Yang, Chairman Roy Bostock and co-founder David Filo the managers wrote to employees that, "You should know that the entire Board and management team are fully aligned and unanimous in their views regarding the scope of this work." The statement appears to be a way to show workers that the board is working in unity, a contrast to Hewlett Packard's ( HPQ) board dispute over who and how to run the struggling personal computer maker.

The letter stated that "we need to anticipate what consumers will want next. That is the path to enhancing the value of Yahoo! for all of its stakeholders, including its users, customers, shareholders, partners and Yahoos everywhere. Our strategic review is designed to help us map out the best way to achieve that." It also mentioned the recent investment of Silver Late and DST Global in Alibaba, an ecommerce company 40% percent owned by Yahoo!. "Alibaba Group has just announced a liquidity event for its employees that reflects a continued appreciation in its value, and therefore of the value of our stake" wrote Yang, Bostock and Filo.

Yahoo! has been in conflict with Alibaba and its founder Jack Ma over its stake in the Chinese company. Earlier in the year, Yahoo! management criticized Ma for spinning the company's payments arm, Alipay, without their approval. The split put one of Alibaba's most valuable assets out of the reach of some investors like Yahoo!. All parties settled in July by agreeing that if Alipay were to do an IPO, it would transfer at least $2 billion and as much as $6 billion to the parent Alibaba.

Allen & Company, the bank hired for the Yahoo! strategic review is currently also working on the initial public offerings of Groupon and Zynga.


Buyout star Wilbur L. Ross and private equity investor Ronald W. Burkle of the Yucaipa Companies are each investing $50 million in Amalgamated Bank. The New York based bank founded in 1923 by the Amalgamated Clothing Workers of America calls itself "America's Labor Bank" and was the only 100 percent union owned bank prior to the investment according to the its website. Burkle and Ross will each receive a 20% stake in the bank's stock for their $50 million investment and the union will continue to own a remaining 60%.

Amalgamated, with $4.5 billion in deposits, was looking to find investors after its capital ratios fell to 6.2% and was ordered by the Federal Deposit Insurance Corp. and New York State Banking Department to raise its tier 1 capital ratio above 7% by August 2012. According to the FDIC, the minimum Tier 1 capital to total asset ratio is 4% and it also adds organizations with weakness and those that are undergoing growth "are expected to maintain capital ratios well above the minimum levels."

The bank, which has 27 retail branches with 20 located in the greater New York area, came under pressure in 2006 after between its garment and textile-focused union members opposed a merger with the Hotel Employees and Restaurant Employees International Union. The apparel union, now called Workers United, then joined the Service Employees International Union and kept control of Amalgamated's bank operations, while the hotel worker union took control of its real estate portfolio. The de-merger of unions is still being litigated.

All of the players involved in the investment have experience working with companies that have strong union ties. After buying Bethlehem Steel out of bankruptcy for $ 1.5 billion in 2003, Ross worked forcefully to restructure mills and underfunded pension when in integrating the once giant steelmaker into his International Steel Group.

Burkle, founder of The Yucapia Companies started in 1986 and which has since done $30 billion of mergers and acquisitions, worked closely with the United Food and Commercial workers union after buying pieces of Ralph's and Pathmark.

Amalgamated's current Chief Executive Ed Grebow also has a background of investing in and managing operations of union owned companies. As a managing director at restructuring specialist J.C. Flowers & Company, Grebow presided over Ullico, a struggling insurance company under union ownership.

In a press release announcing the deal, Grebow said, "The investments by Yucaipa and WL Ross will enable the Bank to comfortably exceed the increased required capital levels established in our agreements with the New York State Banking Department and the FDIC." He added that, "This will provide the investors with the opportunity to earn an attractive return on their investment, while supporting the Bank's core mission of serving the labor movement, middle income and working families and progressive causes."

In the same announcement, Burkle said "Yucaipa is pleased to participate in a transaction that will provide Amalgamated Bank with additional capital to further expand its lending capacity. Amalgamated's long history of union ownership places it in a unique position to serve the financial needs of America's labor organizations."

-- Written by Antoine Gara in New York

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