CVR board remains confident
The CVR Energy Inc. board of directors issued a statement responding to Carl Icahn’s announcement that a majority of CVR shareholders had tendered their shares to Icahn’s $30 per share offer plus a contingency. In doing so, the board indicated that it would not remove a poison pill and allow Icahn to immediately acquire the shares, but instead would force him to take his battle to the company’s annual shareholders meeting, where he would have to replace the board in order to do so. In the meantime, those shareholders who tendered, can still change their mind.
“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 Icahn acknowledges that he cannot at this time purchase any shares tendered in his offer, and such shares can be withdrawn at any time,” said the CVR board.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.”
CVR also issued a statement which appeared to be as much for employees as for shareholders:
“You may have seen news today regarding CVR Energy and one of our largest stockholders, Carl C. Icahn. We want to make sure you have the information you need to understand today’s news.”
“As you may know, Mr. Icahn has been attempting to replace certain members of our Board of Directors and acquire the company. Our Board has carefully reviewed Mr. Icahn’s current takeover offer and has determined the price he is offering is inadequate and not in the best interests of the company or its stockholders. Earlier today, Mr. Icahn announced that a majority percentage of the company’s shares had “tendered” in support of Mr. Icahn’s current offer of $30 per share, plus possible future value.
While we are disappointed in the result, this tender offer process has absolutely no impact on CVR Energy’s immediate future and Mr. Icahn is presently unable to buy any of these shares tendered. This simply means that he will continue to seek seats on our Board of Directors at our 2012 Annual Meeting.”
“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.”
“As always, should you receive a question from a member of the media or an investor regarding this process, please forward the calls to Steve Eames, vice president of corporate affairs, at (281) 207-3550. Please direct any calls from outside vendors or customers to your direct supervisor.”
“We appreciate your continued hard work and support and will continue to keep you updated. Thank you.”