Icahn to make unsolicited takeover bid for Oshkosh Corp.

Billionaire investor Carl Icahn announced today he plans to make an unsolicited takeover bid to acquire Oshkosh Corp. for almost $3 billion.

Icahn said he also plans to nominate his own slate of directors in a bid for control of the defense contractor.

Icahn said he will make a tender offer worth $32.50 per share in cash, a 21-percent premium over Oshkosh Corp.’s closing price on Wednesday.

The company’s shares gained $3.06, or 11.4 percent, to $29.91 in afternoon trading.

Icahn had sought seats on the board unsuccessfully last year. He has been critical of the company’s management team.

“It is clear to me that management has taken a passive attitude to the future of this company, willing to sit back and watch what happens to the defense, housing and construction industries, hoping for a positive outcome and reduced competition,” Icahn said. “They have suggested that shareholders should be willing to tie a defense contractor and a construction equipment company together, and wait another four years to see if the defense business will be viable on its own, or if it will become an anchor and drag down the entire company. I strongly believe that Oshkosh needs proactive shareholders to bring a proactive management team together to weather a volatile economy, a shrinking defense industry and a budget constrained municipal environment.”

Icahn added, “Oshkosh’s underlying businesses underwent substantial revenue pressures starting as early as 2006. It took management five years to develop an operating plan to improve performance, and now they seem to expect shareholders to wait until 2015 to see results. We believe that mismanagement of this company has resulted in a lost decade of shareholder value. Apparently, management would like shareholders to ignore this decade long track record along with the potential fiscal cliff, revenue declines and over capacity in the defense industry, and a volatile economy in top growth markets like Brazil. Instead they are asking shareholders to focus on 2015 projections contingent on a global economic boom. We believe that management should be focusing on how best to drive value to shareholders immediately.”

In response to the unsolicited bid, the company issued the following statement: “Oshkosh’s Board of Directors, in consultation with its financial and legal advisers, will advise shareholders of its position regarding the unsolicited tender offer within 10 business days from the date of commencement by making available to shareholders and filing with the Securities and Exchange Commission a

Solicitation/Recommendation Statement on Schedule 14D-9. Oshkosh shareholders are advised to take no action at this time pending a review of the unsolicited tender offer by the Oshkosh Board.”

Icahn, 76, ranks #21 on Forbes magazine’s list of the top 50 U.S. billionaires, with an estimated net worth of $14.8 billion. He is the chairman of Icahn Enterprises L.P.


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