Billionaire investor Carl Icahn has extended the deadline from March 23 to April 2 for CVR Energy shareholders to tender their shares in his hostile takeover attempt. Icahn also released another letter criticizing the CVR board and urging shareholder support for his offer, which produced another rejection from the CVR board.
Icahn announced on March 16 that he had pushed the expiration for his CVR tender offer to the end of Monday, April 2, instead of the end of Friday, March 23. Icahn also announced on March 16 that he had pushed out his deadline to resell the company to 15 months instead of nine months. CVR owns two refineries and majority ownership of CVR Partners LP, which owns a nitrogen plant in Coffeyville, Kan.
Icahn had previously stated that he would drop his $30 per share bid for CVR, a deal valued at some $2.6 billion, if less than 36 percent of the outstanding shares had been tendered by March 23 (GM March 19, p.1). Icahn currently owns 15 percent of CVR. In a letter to shareholders after Icahn’s initial offer in February (GM March 5, p. 1), CVR Chairman and CEO Jack Lipinski told shareholders to reject the offer, calling it “opportunistic” and "inadequate.”
On March 19, Icahn released another appeal to CVR shareholders, criticizing the CVR board for “distorting the facts,” and singling out Lipinski and his personal earnings as an indication that the CEO is “more interested in empire building than in increasing value for shareholders.”
In the letter, Icahn once again touted his own recent energy investments. “As my past record has demonstrated, I work assiduously to increase the value of stocks in which my companies have invested, which has led to gains of billions of dollars for all shareholders, not just my firm,” the letter says. “Over the last few years, our actions have led to an increase in aggregate market value of more than $55 billion for shareholders at well over a dozen companies we have targeted that had a market value of under $20 billion when we first invested.”
Icahn refers to Lipinki’s claim that the CEO generated a return of 588 percent over the last three years as “a blatant obfuscation of the facts,” arguing that as of Jan. 13, 2012, CVR stock had risen only $3.25 per share from its October 2007 IPO price of $19 per share, after falling to as low as $2.25 per share in October 2008.
“For his part, Mr. Lipinski has fared much better than shareholders,” Icahn continued. “Over the four years from 2007 to 2010, Mr. Lipinski earned over $28 million in cash and equity compensation for this dismal performance (this does not even include his compensation in 2011, which has not yet been reported). No wonder he disagrees with our strategy of selling the company.”
Icahn also criticized CVR’s decision in 2011 to acquire Gary-Williams Energy Corp in Wynnewood, Okla., for $592 million, saying “CVR overpaid substantially” for the asset. “What (Lipinski) should have done, in my opinion, was use the money for a shareholder buyback or a large dividend, which I believe would have substantially increased the value of the stock,” Icahn said.
Icahn further charged that CVR’s selling, general, and administrative costs have remained the highest of its competitors over the past three years under Lipinski’s leadership, citing in part the fact that CVR’s headquarters are in Sugar Land, Texas, while the majority of its operations are in Coffeyville, Kan.
Icahn also countered claims that there are numerous contingencies to his offer, arguing that “there are not even financing or due diligence conditions,” and reiterated his view that the $30 per share offer is “compelling” and “a win-win” for shareholders.
“If I