CVR Energy Inc’s board of directors said today that in consultation with its independent financial and legal advisors, it has unanimously determined that the unsolicited tender offer by entities controlled by Carl Icahn, to acquire all of the outstanding shares of CVR Energy for $30.00 per share in cash (subject to downward adjustment), plus a "contingent cash payment right," is inadequate and not in the best interests of its stockholders.
In reaching its decision, the board of Directors determined that the offer substantially undervalues the company and the significant growth opportunities inherent in its current plan, particularly given its proven track record of delivering value to its stockholders, including producing 65 percent in total returns for CVR stockholders over the last year. The Icahn offer also contains an extraordinarily long list of conditions that provide Mr. Icahn with maximum flexibility to avoid closing the offer. It also completely fails to protect minority stockholders that choose not to tender into the Icahn offer, makes no provision for the indebtedness that would be triggered if Mr. Icahn prevails in his offer or his announced proxy contest and contains a contingent cash payment right that is unlikely to provide stockholders with any additional value. Accordingly, the board strongly recommends that CVR Energy shareholders reject the Icahn offer and not tender any shares into the offer
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