Sugar Land, Texas — CVR Energy Inc. on May 24 announced that it has engaged Jefferies & Company Inc. to conduct the sale process agreed to by the previous CVR board and certain affiliates of Carl Icahn to solicit acquisition proposals from third parties to acquire CVR. The 60-day process began May 24 and will end July 23, 2012. Icahn Enterprises L.P., now the owner of approximately 80 percent of CVR, has agreed to support any bona fide offer made during this period to acquire the stock or assets of CVR for all-cash consideration that results in each stockholder receiving a net amount equal to or exceeding $35 per share. Icahn Enterprises may consider offers below $35 per share but is not obligated to accept, and is not committed to supporting any cash or non-cash offer after the 60-day sale process. If a definitive agreement for the sale of CVR at more than $30 per share is executed on or prior to Aug. 18, 2013, and the transaction closes, holders of the contingent value rights that were issued in connection with the recently expired tender offer by Icahn will receive the difference between $30 and the per share sale price. As previously reported, CVR and Icahn Enterprises and its affiliates have so far attempted to find buyers without success. If no offers are forthcoming and no transaction is completed during the 60-day sale process or during the subsequent 13 months, the contingent value rights will expire worthless. If the 60-day sale process ends without an offer that is accepted, Icahn Enterprises is under no obligation to attempt to sell CVR and intends to focus on operating CVR’s business for the benefit of its shareholders, stating that continual shopping of CVR could be disruptive to its operations. It is possible that CVR may sell less than all of the assets, in which case holders of contingent value rights will not become entitled to any payments. However, no partial sales of assets will take place during the 60-day sale process. If CVR has not been sold by the end of the 60-day process, Icahn Enterprises or CVR will issue a news release or provide to holders of the contingent value rights a notice describing the results of their efforts, including the number of indications of interest received, the number of bona fide offers, a brief description of the reasons why any such offers were not accepted, and the aggregate amount of fees and expenses incurred with respect to those efforts. Otherwise, neither Icahn Enterprises nor CVR will be commenting on the sale process, except as may be required by applicable law.
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