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Oshkosh Board Rejects Carl Icahn's Offer

Oshkosh Corp. announced late last week that its board of directors unanimously determined that the tender offer from Carl Icahn to acquire any and all outstanding common shares of Oshkosh for $32.50 per share in cash  is inadequate, undervalues the company, and is not in the best interests of all Oshkosh shareholders. The board recommends that Oshkosh shareholders reject Mr. Icahn’s offer and not tender any of their shares. The basis for the board’s decision is set forth in the Schedule 14D-9 being filed by Oshkosh with the Securities and Exchange Commission, which will also be mailed to shareholders in the near future.


“Our board of directors unanimously concluded that Mr. Icahn’s unsolicited, inadequate, highly-conditional and opportunistic offer significantly undervalues Oshkosh and is not in the best interests of all Oshkosh shareholders,” said Richard Donnelly, chairman of the Oshkosh board of directors. “Furthermore, we believe Mr. Icahn’s offer is yet another attempt by Mr. Icahn to enrich himself at the expense of all other Oshkosh shareholders. We believe Mr. Icahn’s tender offer and the related proxy contest are tools to advance Mr. Icahn’s self-serving agenda, and if elected, Mr. Icahn’s director candidates will seek to deprive all other Oshkosh shareholders of the full value of their investment by facilitating Mr. Icahn’s inadequate offer and ill-advised strategy to spin-off JLG. Your board encourages shareholders to send a clear message to Mr. Icahn that you will not allow him to pursue his self-serving agenda and will not permit him to take control of Oshkosh for a price significantly below the Company’s value. Tendering into Mr. Icahn’s offer would only encourage Mr. Icahn in his opportunistic attempt to acquire Oshkosh at the inadequate price of $32.50 per share–a price that even he admitted was below the company’s value.”


Donnelly continued: “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 is substantially greater than Mr. Icahn’s Offer. We expect the continued execution of our MOVE strategy will yield stronger results by driving higher incremental margins and improved cash flows through cost reduction strategies, prudent capital allocation and global growth. If Mr. Icahn had proposed an alternative that created greater value than the Company’s current strategy, the Board would have been open to exploring that alternative. However, he has failed to do so.”


Charles L. Szews, Oshkosh CEO, said, “Mr. Icahn’s offer does not compensate all shareholders for the compelling growth we expect to achieve in the market recovery. As demonstrated by our fiscal 2012 fourth quarter results, we are delivering on our plan and gaining momentum. We nearly doubled our fiscal 2012 fourth quarter adjusted income from continuing operations compared to our fiscal 2011 fourth quarter, and we exceeded the high end of the range of our most recent expectations for fiscal 2012 adjusted earnings per diluted share by $0.12. In fact, we significantly beat consensus earnings estimates for each quarter of fiscal 2012. We are targeting to approximately double adjusted earnings per share from continuing operations to $4.00-$4.50 by fiscal 2015 compared to fiscal 2012 expectations and are well on our way to delivering on the operational objectives necessary to create a powerful, global industrial company and creating significant value for all Oshkosh shareholders.”


Read the letter Oshkosh sent to shareholders.


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