Billionaire investor Carl Icahn on April 3 announced that approximately 55 percent of the outstanding shares of CVR Energy’s common stock had been tendered pursuant to the offer by his affiliates to acquire the company. This amount, when added to the shares already held by the Icahn group, constitutes over 69 percent of the outstanding shares. The tender offer has been extended and will now expire at 5:00 p.m., New York City time, on April 30, 2012.
Icahn can only buy the shares if the CVR board of directors removes a poison pill, which the board has vowed not to do. As a result, Icahn must now lodge a proxy fight to oust the current board in favor of his own nine nominees. Icahn promises that once his own nominees take charge they will remove the poison pill, pay shareholders the $30 per share plus an eventual contingency, and then sell the company.
In the meantime, shareholders can withdraw their offer to sell to Icahn. So the question becomes – will the same shareholders who wanted the $30 per share also be willing to oust the current board in favor of Icahn’s nominees?
“Mr. Icahn acknowledges that he cannot at this time purchase any shares tendered in his offer, and such shares can be withdrawn at any time,” said the CVR board. “The real choice for stockholders will be at our annual meeting, where they will decide whether to elect Mr. Icahn’s hand-picked nominees in place of our qualified and experienced board of directors with their track record of delivering value.” The CVR board has chided the Icahn nominees as lacking refinery and fertilizer experience.
Icahn said there is a clear mandate in favor of his offer, and that it is the duty of the board to carry out the wishes of shareholders as quickly as possible. He called for a shareholder meeting in late April, instead of the one proposed by the board in mid-May. He said he stands willing to pay some $2.26 billion to purchase the shares that he does not currently own. Icahn already owned approximately 15 percent of the shares.
CVR has been willing to sweeten the pot for current shareholders somewhat by selling off shares of its majority-owned nitrogen company, CVR Partners LP, and returning much of that to them as a special dividend. As of April 2, CVR Partners adjusted its projected revenues from the sale to $301 million from an earlier $250 million. The company expects to sell up to 11.5 million units at a maximum price of $26.24. However, Icahn seeks to sell off all of CVR Energy Inc., as well as its 70 percent stake in CVR Partners LP.
CVR also issued a statement last week aimed toward employees, saying the Icahn news has no impact on CVR Energy’s immediate future. “It is important to note that this activity also has no impact on our day-to-day operations at CVR Energy, and nothing about your job changes as a result of this process. All of us here have worked hard to deliver results, and we will continue to pursue our successful strategy. We are confident that our shareholders will continue to support the management and our board at our 2012 annual meeting.”