Activist investor Carl Icahn has finally claimed victory in his fight to buy 55% of the outstanding share of CVR Energy (CVI) after the board approved his offer of $2.26 billion. Icahn, who already owns roughly 14% of the company, will effectively possess over 69% after the annual shareholders’ meeting. His tender offer will expire at 5pm EST on April 30, 2012 but the shares have already been tendered to the Colbent Corporation, which is the depositary for the offer.
In a statement, Icahn said of the victory: “I am gratified that shareholders have endorsed our offer in such a decisive manner. Well over a majority of the shares owned by shareholders unaffiliated with me were tendered into our offer. This extraordinarily high level of support is clear evidence to me that shareholders are overwhelmingly in favor of selling their stock to me for $30 per share, plus the contingent value right.”
“To any members of the Board who were previously unconvinced that shareholders desired to accept my offer (or who believed that attention to shareholder opinion was not a priority), I say this: now that there is a clear mandate in favor of my offer, it is your duty to carry out the wishes of shareholders as quickly as possible.”
“The Board previously stated to shareholders: “We will continue to work hard for you to take advantage of CVR Energy’s many opportunities to deliver superior stockholder value.” Given the overwhelming support for our tender offer, in my opinion the best way to “deliver superior stockholder value” is to move 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. To that end, the Board should schedule the 2012 annual meeting for the end of April. If the Board insists on frustrating the will of a supermajority of its shareholders, we will move to the next phase of our campaign – the proxy fight. Once we win the proxy fight, we will replace the current CVR board with my slate, which intends to remove the poison pill immediately.”