Commercial Metals Board Rejects Icahn Offer

Monday, 19 Dec 2011 12:28 PM

 

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Commercial Metals Co. recommended Monday that shareholders reject a $1.73 billion hostile bid by billionaire investor Carl Icahn, saying it undervalues the company.

The metal company said the $15-per-share tender offer is a bad deal for shareholders, and its own strategic plan will deliver better value. Its board has already rejected an Icahn offer.

"We believe this is an opportunistic attempt by Mr. Icahn to acquire CMC at a low point in the business cycle and at a time when the execution of our strategic plan — led by the company's new management team — is beginning to yield results," said Commercial Metals' lead director Anthony Massaro.

The bid is a 31 percent premium over the company's market value as of Nov. 25, the last trading day before Icahn announced the buyout offer.

Commercial Metals, based in Irving, Texas, manufactures, recycles and markets steel and metal products, among other materials. It has posted an annual net loss in the past two years.

Icahn wants to combine Commercial Metals with his existing metals recycling businesses and sell off the rest of its assets, refocusing on its core North American operations.

Icahn, known for buying and shaking up struggling companies with mixed success, already owns almost 10 percent of Commercial Metals. He has said the tender offer needs at least 40.1 percent of shares to be validly tendered and not withdrawn.

Commercial Metals has adopted a so-called poison pill defense that would be triggered whenever any hostile acquirer gets a stake in the company exceeding 10 percent.

When he launched his tender offer on Dec. 9, Icahn threatened to take the company's board of directors to court if it does not allow the purchase.

Also Monday, Commercial Metals said it expects earnings per share from continuing operations in the fiscal first quarter ended Nov. 30 of $1.01 to $1.11. That includes a tax benefit of 87 cents per share related to ordinary worthless stock and bad debt deductions from an investment in the company's Croatian subsidiary.

Analysts polled by FactSet expect earnings of 14 cents per share, on average.

Shares fell 9 cents to hit $13.95 in midday trading.

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