Billionaire investor Carl Icahn today 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 issued the following statement:
I am gratified that shareholders have endorsed our offer in such a decisive manner. Well over a majority of the shares owned by shareholders unaffiliated with me were tendered into our offer. This extraordinarily high level of support is clear evidence to me that shareholders are overwhelmingly in favor of selling their stock to me for $30 per share, plus the contingent value right. To any members of the Board who were previously unconvinced that shareholders desired to accept my offer (or who believed that attention to shareholder opinion was not a priority), I say this: now that there is a clear mandate in favor of my offer, it is your duty to carry out the wishes of shareholders as quickly as possible.
The Board previously stated to shareholders: “We will continue to work hard for you to take advantage of CVR Energy’s many opportunities to deliver superior stockholder value.” Given the overwhelming support for our tender offer, in my opinion the best way to “deliver superior stockholder value” is to move to install our nominees as board members on an expedited basis so that they may remove the poison pill and allow shareholders to receive their offer consideration as quickly as possible. To that end, the Board should schedule the 2012 annual meeting for the end of April. If the Board insists on frustrating the will of a supermajority of its shareholders, we will move to the next phase of our campaign – the proxy fight. Once we win the proxy fight, we will replace the current CVR board with my slate, which intends to remove the poison pill immediately.
The Board has repeatedly maligned my record by telling shareholders that the conditions in our offer made it illusory and created doubt that it would be consummated. I say to the Board: I stand ready, willing and able to pay $2.26 billion to purchase all CVR shares that I don’t currently own as soon as the Board permits me to do so. In light of the clear message that shareholders have now sent to the Board, it would be a shame if the Board took any action to thwart or delay our offer. The directors should be advised that if they do so we will seek to hold them accountable to the maximum extent permitted by law.
We thank all CVR shareholders for their continued support and we look forward to victory at the annual meeting!
Icahn has indicated that instead of selling a portion of the shares of CVR Partners LP, the nitrogen company which is majority owned by CVR Energy, that he is more inclined to sell the entire company. His ultimate goal is to sell CVR Energy as well.