Carl Icahn has asked Oshkosh Corp.'s (OSK) shareholders to sell
their shares to him or vote for his slate of directors to replace
the existing board.
With a 9.5% stake in Oshkosh, according to FactSet, Mr. Icahn is
the company's largest shareholder.
Earlier this month, Mr. Icahn offered to buy the rest of Oshkosh
in a deal that values the heavy-duty vehicle maker at about $3
billion and said he intended to nominate a slate of candidates to
its board.
In an open letter in which the activist investor said he has
lost confidence in the company's management team, Mr. Icahn offered
shareholders a per-share price of $32.50.
Last year, Mr. Icahn launched a proxy fight against Oshkosh and
said management should admit it made a mistake when it bought JLG
Industries, a business that sells construction-access equipment
such as lifts and booms, for $3.2 billion in 2006. JLG's sales
plunged nearly 70% when the U.S. construction sector collapsed
during the economic recession, and Mr. Icahn argued it should be
sold. He lost a shareholder vote in January.
He said in the 12 months prior to his update regarding a spinoff
of JLG, and subsequent tender for the shares at $32.50, Oshkosh's
stock traded at an average of $21.15 per year.
"The decline in share price over this five-year period
represents the clearest indication to us that the management of OSK
has failed, and that the company will not succeed without a new
management team and a drastically different strategy," he said.
He noted that shareholders "can win by voting for our slate of
directors in our proxy fight to replace the existing board, and
implementing a shareholder friendly business strategy--the
cornerstone of which is the spinoff of JLG."
Mr. Icahn said the director nominees will be released before
this week's deadline, and that William Lasky, the former chairman
and chief executive of JLG, "will be joining our slate of nominees
and assisting us in developing an independent strategy to maximize
the value of JLG."
Chief Executive Charles L. Szews "has been telling shareholders
for years that better times are right around the corner and that he
has the right people in place to succeed," Mr. Icahn said. "Yet
every year the recovery for OSK is one more year away."
Mr. Icahn is well-known for targeting companies he views as
undervalued and aggressively seeking changes, such as new
management or board representation. In recent months, he launched
similar tenders for Clorox Co. (CLX) and Commercial Metals Co.
(CMC) that failed to gain traction.
In July, Oshkosh reported its fiscal third-quarter earnings rose
11% as the specialty-truck maker posted higher revenue and strength
in its access-equipment segment, though defense sales
decreased.
Shares of Oshkosh closed at $29.64 Friday and were inactive in
recent premarket trading. The stock is up 49% in the past 12
months.
Write to Saabira Chaudhuri at saabira.chaudhuri@dowjones.com
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