(By Balachander) Oshkosh Corp.'s (NYSE: OSK) board is acting in an "opportunistic and inadequate" manner, said billionaire investor Carl Icahn regarding his $32.50 per share tender offer for the maker of specialty vehicles and vehicle bodies.
"While we have been cynical regarding the decision making processes of the Oshkosh board of directors, their recent statements and actions even surprise us," said Icahn.
On Thursday, Oshkosh urged its shareholders to ignore Carl Icahn's last minute plea to support what Oshkosh calls a highly conditional, inadequate and opportunistic offer.
"This board has referred to our tender offer as opportunistic and inadequate," said Icahn. "However, in our opinion, it is this board, not us, who is acting in an opportunistic and inadequate manner."
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Icahn, who owns more than 9 percent of Oshkosh, made the $32.50 a share offer for the company in October.
"The board continues to insist that our tender offer is conditional, however, the conditionality of this tender offer is not tied to financing or due diligence, and is in large part to overcome obstacles which this board has either instituted themselves or failed to remove," said Icahn.
Wisconsin-based Oshkosh, which makes heavy duty vehicles under Oshkosh, JLG and Pierce brands, reported a 36 percent drop in profit through the first nine months due to declines at its military-vehicle unit.
In August, Icahn urged Oshkosh to spin off JLG, which it acquired in 2006 for $3 billion.
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Activist investors such as Icahn acquires significant stakes in target companies, and seeks board change, divestiture or spin-off of operations to enhance shareholder value.
Icahn on Friday said Oshkosh's board refused to allocate any meaningful capital to repurchase shares during fiscal 2012 when the stock traded at an average price of $22.34 per share. "Yet after we tendered for the company, and the shares traded up over $30.00 per share, the company then determined repurchasing shares might be a good idea," he said.
"We strongly believe that the board's new found capital allocation strategy is disingenuous, with its sole purpose being to try to defeat our tender offer," said Icahn.
The tender offer for Oshkosh shares expires on December 3, 2012.
Shares of OSK inched up 0.20 percent to trade at $30.13 on Friday. Over the past year, the stock has been trading between $18.49 to $31.65.