Carl Icahn offered to buy the rest of Oshkosh Corp. (OSK) that
he doesn't already own in a deal that values the heavy-duty vehicle
maker at about $3 billion and said he intends to nominate a slate
of candidates to its board.
The offer increases speculation Mr. Icahn will look to combine
Oshkosh with truck maker Navistar International Corp. (NAV), where
he recently gained board representation, an argument he's
previously made.
The activist investor, Oshkosh's largest shareholder with a
stake of nearly 10%, is offering $32.50 a share, a premium of
roughly 21% over Wednesday's closing price.
The company's shares were up 13% at $30.25 in recent trading.
The stock is up 42% this year.
An Oshkosh spokesman wasn't immediately available to
comment.
"It is clear to me that management has taken a passive attitude
to the future of this company, willing to sit back and watch what
happens to the defense, housing and construction industries, hoping
for a positive outcome and reduced competition," Mr. Icahn
said.
"I strongly believe that Oshkosh needs proactive shareholders to
bring a proactive management team together to weather a volatile
economy, a shrinking defense industry and a budget constrained
municipal environment."
The offer is conditioned on the election of Mr. Icahn's
candidates to the board. Mr. Icahn is giving holders 45 days to
tender their shares and suggested extensions are possible.
If 40.1% of Oshkosh shares are tendered, Mr. Icahn plans to
demand that the company's board move the annual shareholder meeting
forward, to move up the election vote and closing of the deal.
Last year, Icahn launched a proxy fight against Oshkosh and said
management should admit it made a mistake when it bought JLG
Industries, a business that sells construction access equipment
like lifts and booms, for $3.2 billion in 2006. JLG's sales plunged
nearly 70% when the U.S. construction sector collapsed during the
economic recession, and Mr. Icahn argued it should be sold. He lost
a shareholder vote in January.
Mr. Icahn is well-known for targeting companies he views as
undervalued and aggressively seeking changes, such as new
management or board representation. In recent months, he launched
similar tenders for Clorox Co. (CLX) and Commercial Metals Co.
(CMC) that failed to gain traction.
Write to Tess Stynes at Tess.Stynes@dowjones.com
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