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Icahn bids for Commercial Metals Company (CMC)

November 28, 2011 | About:
Carl Icahn submitted a bid today for Commercial Metals Company (NYSE:CMC), a manufacturer and recycler of steel and metal products in the United States and internationally. Icahn submitted the bid by letter (set out below), which prompted an odd response from CMC management (also set out below). Icahn’s final response (set out last) to CMC’s press release is vintage Icahn.

Icahn’s bid letter:


November 28, 2011

CMC’s press release response:

[quote]Commercial Metals Company To Review Unsolicited Letter From Icahn Enterprises LP’s Chairman Carl Icahn

12:46pm EST

Commercial Metals Company confirmed that it has seen an open letter released to the press by Icahn Enterprises LP’s Carl Icahn proposing to acquire all outstanding common shares of Commercial Metals Company at a price of $15.00 per share. Commercial Metals Company’s Board of Directors, in consultation with its independent financial and legal advisers, will review the letter and determine a response that is in the best interests of the Company and its stockholders. The Company noted that Icahn’s letter did not constitute a formal offer and, as such, stockholders do not need to take any action. Goldman, Sachs & Co. is serving as financial adviser, and Sidley Austin LLP is legal adviser.

Icahn’s rejoinder:


November 28, 2011

Board of Directors
Commercial Metals Company
6565 North MacArthur Boulevard, Suite 800
Irving, Texas 75039
Ladies and Gentlemen:

We have seen your press release “Commercial Metals Company to Review Unsolicited Letter From Carl Icahn” issued earlier today. You stated in your press release that: “The Company noted that Icahn’s letter did not constitute a formal offer and, as such, stockholders do not need to take any action.” This is absurd and in-keeping with the confused decisions and statements that this management team and Board have made over the past 3 to 4 years. We have no idea why the Board would want to misconstrue what was obviously a formal offer?

We do not want any confusion or misinformation, so let’s reiterate what should have already been clear. The offer we delivered to the Board earlier today is, in all respects and without any doubt, a formal all cash offer to acquire the Company. In fact, we will repeat our offer in order to eliminate the Board’s confusion. Here it is again:

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) hereby proposes to purchase the Company in a merger transaction at $15 per share without any financing or due diligence conditions.

Given the obvious market interest in your securities, as evidenced by today’s heavy trading volumes, it is incumbent on the Board to respond to our offer as soon as possible.

Carl C. Icahn

Funny stuff.

[No position]

About the author:

Greenbackd is a former corporate advisory and securities lawyer working in value-oriented activist funds management.

Rating: 3.8/5 (6 votes)


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