We noted earlier today that Carl Icahn won a big victory in his proxy war with CVR Energy. Below i the full letter from Icahn. It was titled:
CARL ICAHN TO CVR ENERGY BOARD OF DIRECTORS:
“ADMIT DEFEAT AND LET THE SHAREHOLDERS HAVE THEIR MONEY!”
Below you can read it yourself:
New York, New York, April 3, 2012 – Carl C. Icahn today released the following statement regarding the landslide victory in which over 64% of unaffiliated shares were tendered into the offer by his affiliates to acquire CVR Energy:
In an insult to the intelligence of shareholders, the Board stated today: “Mr. Icahn acknowledges that he cannot at this time purchase any shares tendered in his offer.” What the Board failed to tell shareholders was that the major obstacle standing in the way of our closing the tender offer is the poison pill adopted by the Board. Whose interests are the directors serving by preventing shareholders from receiving their money?!
The shareholders have spoken and they have done so decisively. Over 64% of the shares owned by shareholders unaffiliated with me were tendered into our offer. The Board is acting in a delusional manner in the face of this embarrassing vote of no confidence. It reminds me of the soldiers who continued to fight on the islands of the Pacific long after World War II had ended because they refused to accept the news that the war was over. Only in this case the Board is fighting with shareholders’ money and they are seriously jeopardizing the ability of shareholders to accept an offer they so clearly want.
The Board’s tactics are honestly baffling to me. They have repeatedly told shareholders not to tender because we did not intend to close our offer. Now that the shareholders have resoundingly endorsed our offer and we stand ready, willing and able to pay $2.26 billion to shareholders, the Board – instead of acting with dignity and admitting they were wrong as to our intentions – is now telling shareholders they can’t get paid until after the annual meeting, which for some reason they have not yet scheduled. It is almost as if the Board wants its prophecy to be fulfilled and is desperately hoping for a material adverse change in the company’s business so that we will not be obligated to close the offer.
With every day that elapses between now and the meeting date, there exists the possibility that an event will occur – such as a more dramatic version of the recent power failure at the company’s Wynnewood refinery in Oklahoma – that could rise to the level of a material adverse change, which could eliminate shareholders’ opportunity to accept our offer. In my opinion, the directors are exposing themselves to personal liability and endless litigation if they continue to thwart and delay the ability of shareholders to accept our offer. If a material adverse change occurs while the Board sits idly by refusing to expeditiously hold the annual meeting, I believe shareholders will rightly seek to hold directors personally liable for the loss of the opportunity to accept our offer.
Speaking of the annual meeting, why has the Board not yet set a date? Don’t the shareholders have a right to know when they can expect to receive their money? I demand that the Board schedule the 2012 annual meeting for the end of April.
I believe the Board is now duty bound 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.1 Whose interests are the directors serving by spending shareholders’ money on a proxy fight when the outcome has now been all but predetermined?!
I call on all shareholders to write and call CVR today at (281) 207-3200 demanding that the Board schedule the annual meeting immediately so that our offer can be consummated. Based on recent history, I am not optimistic that the Board will honor the wishes of its shareholders – but hopefully reasonableness will prevail over delusional and magical thinking.
For business and general updates follow us here. For tech and politics follow here.