Carl Icahn

Activist investor Carl Icahn is planning to takeover Greenbrier Companies Inc (NYSE:GBX), an international supplier of transportation equipment and services to the railroad industry for $543 million or $20 per share.

The proposed price is 5 percent higher than the closing price of Greenbrier’s stock at $18.97 per share on Monday.

Based on his latest filing with the Securities and Exchange Commission (SEC), Icahn’s investment firm negotiated with Greenbrier Companies Inc (NYSE:GBX) for a “potential transaction” with American Railcar Industries, Inc. (NASDAQ:ARII). According to the filing, any agreement would be subject to a satisfactory review of Greenbrier’s books.

Icahn owns majority shares (56%) of American Railcar Industries, Inc. (NASDAQ:ARII) and owns nearly 10 percent stake in Greenbrier Companies Inc (NYSE:GBX). The activist investor purchased his shares in Greenbrier last month and stated that the stock price of the company was undervalued. He also expressed his plan to discuss strategic options with the company.

Back then, Bill Furman, CEO of Greenbrier Corporation said that the company had a “considerable discussion” with Icahn and described him as a “respected investor.”

During the fourth quarter of the current fiscal year, Greenbrier reported $443.5 million revenue. The result is lower than its $507.8 million revenue during the third quarter, due in part to lower railcar deliveries. Its net income was $7.4 million or $0.26 earnings per share from $19.1 million or $0.61 earnings per share in the previous quarter.

Furman stated that the company expected less business visibility in fiscal 2013 due to global economic and geopolitical uncertainty. He also said that the company will “continue to seek diversification and growth opportunities in rail freight market place, especially leasing.”

In 2008, Icahn tried to merge American Railcar Industries, Inc. (NASDAQ:ARII) and Greenbrier Companies Inc (NYSE:GBX) but the discussions weren’t successful.

Analysts at BAML have moved The Greenbrier Companies (GBX) to no rating after Icahn’s move. They note that  Ixahn’s offer marks a 5% premium to last night’s close ($18.97), but a 43% premium to its November 12, 2012 close, the day before Carl Icahn disclosed his 9.99% stake in GBX.