The board of directors of Oshkosh Corporation (NYSE: OSK) unanimously rejected the unsolicited offer of activist investor Carl Icahn to acquire any, or all, of the outstanding common shares of the company for $32.50 per share.
In a statement, Richard M. Donnelly, chairman of the Oshkosh Board of Directors said, Carl Icahn’s “unsolicited, inadequate, highly-conditional, opportunistic offer significantly undervalues Oshkosh, and is not in the best interest of all Oshkosh shareholders.”
According to Donnelly, the board of directors believes that Carl Icahn’s offer is another attempt to enrich himself at the expense of the company’s shareholders. He described Mr. Icahn’s agenda in acquiring shares of Oshkosh Corporation (NYSE:OSK) as “self-serving.”
The board of directors explained that Icahn tried to push a series of ill transactions, including a merger with Navistar (NYSE:NAV) or a divestiture of JLG. The board of directors carefully and comprehensively considered and explored the ideas, and they tried to discuss it with Icahn. He refused to engage in a proactive dialogue and to listen to the Oshkosh board and management team. According to the board, Icahn preferred to launch a costly and distracting proxy contest.
They pointed out the idea to merge Navistar International Corp (NYSE:NAV) and Oshkosh Corporation (NYSE:OSK) could have been damaging for the company. They noted that Navistar International Corp (NYSE:NAV)’s stock value significantly declined from $48.18 per share to $18.59 per share within the 52-week range. The board also emphasized that the idea of selling JLG is flawed, citing that its operating income increased by 251 percent, to $229.2 million.
The board of directors encouraged all the shareholders of Oshkosh Corporation (NYSE:OSK) to send a clear message to Icahn that they do not want him to pursue his agenda to acquire the company for a price below its value.
Donnelly emphasized, “Our Board and management team are confident that the continued execution of the Company’s MOVE strategy will deliver substantially greater value to its shareholders than Mr. Icahn’s highly contingent Offer. Our MOVE strategy has delivered proven results in fiscal 2012, and we recently outlined a clear path to continue creating meaningful value for all shareholders that are substantially greater than Mr. Icahn’s Offer.”
In addition, Donnelly said, the board of directors expects the current strategy of the company will deliver stronger results through cost reduction, prudent capital allocation, and global growth. Furthermore, he emphasized that Icahn failed to offer an alternative that would create greater value for the company if he did, the board of directors “would have been open to exploring that alternative.”
Charles Szews, chief executive officer of Oshkosh Corporation (NYSE:OSK), shared the same opinion to the shareholders of the company. He cited that Icahn’s proposal does not compensate all shareholders based on their growth expectations.
He pointed out that Oshkosh is gaining momentum, and its adjusted income from continuing operations nearly doubled during the fourth quarter of 2012, compared to its income in 2011. According to him, the company’s 12 cents earnings per share exceeded the consensus expectations of analysts, and the company raised its earnings guidance to $4.00-$4.50 by 2015.
On the political front, Oshkosh is located in the Key battleground state of Wisconsin. The company announced plans to lay off 450 workers. Joe Biden is visiting the plant today.