Carl Icahn’s latest letter to Commercial Metals Company:
Ladies and Gentlemen:
On Monday, we informed you and publicly announced that Icahn Enterprises LP
would purchase Commercial Metals Company at $15 per share, in cash, without any
financing or due diligence conditions. Disappointingly, it is Friday afternoon,
the week is over, and we have still not heard from you.
We are sure that you are keenly aware that since our announcement, over 22
million of the Company's shares have traded. This represents over 19% of the
Company's outstanding shares, and is 200% higher than the average weekly trading
volume over the past 52 weeks. To allow your shareholders to trade such heavy
volumes without responding to our offer is completely irresponsible - but wholly
consistent with the pattern of irresponsibility demonstrated by the Company over
the years.
Icahn Enterprises (which currently has, on a consolidated basis, $22.4 billion
of assets, including in excess of $13 billion in liquid assets, which are cash
and marketable securities) made a legitimate offer to acquire your Company, and
to be clear, we continue to be immediately ready to meet with you to document
the transaction. We are not asking for any due diligence or financing
conditions. All that we are asking is that you allow your shareholders to decide
if they wish to sell their company.
We have received a number of inquiries from shareholders this week, as we are
sure you have too. Shareholders deserve an answer; it is incumbent on this Board
to respond to our offer. To that end, if you continue to disregard your duties
and have not contacted us by 9:00 a.m., New York City time, on Monday, December
5, 2011, to schedule a meeting to discuss our offer, please be forewarned that
we intend to take matters into our own hands.
Carl C. Icahn
