Carl Icahn - Recent Developments

Recent Developments

• XO Holding in 2005 announced to sell the wired part of its business for $700 million to its majority shareholder and Chairman Icahn himself to pay back its debts and buy back its preferred stock for about $600 million – all owned by Icahn himself. He would end up owning XO's traditional wired phone business outright, and still own his 60 percent stake in what would be left of XO. In the SEC filings, XO explained that a special committee of its BOD weighed Icahn's bid and declared it the best interest to shareholders. Investment bankers determined Icahn's offer to be "fair." And the stockholders would approve the transaction because Icahn owned 60% of the common stock and the directors, named by Icahn, hired the investment bankers to put their stamp of approval on his offer. However, R2 and other minority shareholders successfully defeated the attempt and the Delaware Court On March 31, 2008 entered a final judgment order: 1. Reduced by 1.5% of the interest on the debt held by Icahn; 2. Waived, through the due date of July 15, 2009 for any breach of the financial covenants with the Chairman; 3. Awarded $8 million to R2's and other minority shareholders’ attorneys at Icahn's cost and other damages to the business caused by Carl Icahn's self-dealing and/or conflict of interest.
• In August 2006, he bought stock in the video game publisher Take-Two Interactive. He increased his stake to 11.3% on December 21, 2009, making him the company's second largest shareholder.
• In January 2007, he purchased a 9.2% stake in Telik (Nasdaq: TELK), a biotech company engaged in cancer research, because he believed its shares were undervalued.
• On January 16, 2007 it was disclosed in a Securities and Exchange Commission filing that Icahn is the beneficial owner of 14.57%, or 6.1 million shares, of WCI Communities (NYSE: WCI) . In the filing Icahn indicated that he intends to contact WCI to discuss how to "unlock the inherent value" of its shares.
• On January 30, 2007 Motorola (then NYSE:MOT, now two separate entities: Motorola Mobility(NYSE: MMI) and Motorola Solutions (NYSE: MSI)) said it received notice that Icahn owns about 33.5 million shares, representing a 1.39% interest in the company and pressed for a seat on its board. But he was turned down by the majority of the stock holders in the election for Board Directors which was held on May 8.
• On February 9, 2007, Lear Corporation's (NYSE: LEA) board of directors agreed to a $2.3 billion takeover offer from Icahn, pending a 45 day solicitation period for other offers, which it did not receive, and shareholder approval.
• On February 27, 2007, Icahn invested $50 million in Motricity, a North Carolina-based provider of mobile content delivery technology.
• During April 2007, Icahn successfully pressured Medimmune (MEDI) to consider takeover bids. The company was bought out by AstraZeneca.
• On May 7, 2007, Icahn's quest for a board seat on Motorola is effectively ended, as the company announced the next day that in a preliminary count of the votes for board members Icahn did not have enough to be elected. Icahn stated that he would not sell his shares in the company.
• On September 14, 2007, Icahn disclosed his ownership of 8.5% of outstanding shares in business software company BEA Systems. BEA Systems shares rose more than 4% after Icahn disclosed his stake in a filing with the Securities and Exchange Commission. In the filing, Icahn, known for forcefully pushing an agenda at companies where he acquires ownership, suggested that BEA Systems should put itself up for sale. By September 21, Icahn increased his stake to 9.88% of BEA, and on October 3, to 11.05%, and then to 13.22% on October 4, 2007. On January 16, 2008, Oracle Corporation announced it was purchasing BEA Systems.
• On February 21, 2008, Carl Icahn sold his American Casino & Entertainment Properties which owned four casinos in Southern Nevada (3 in Las Vegas, and one in Laughlin).The announcement had been made on April 23, 2007. The purchaser was an affiliate of Goldman Sachs and the price was $1.3 billion.
• On March 9, 2008, a story about Carl Icahn aired on American news program, 60 minutes, with reporter Leslie Stahl.
• On March 21, 2008 Icahn appeared on Nightly Business Report and discussed his views on proxy fights.
• On March 24, 2008 Icahn sued Motorola as part of his efforts to gain 4 seats on Motorola's Board and force a sale of its mobile business.
• On May 13, 2008 Carl Icahn purchased as many as 50 million shares of Yahoo, leaning toward launching a proxy contest.
• On May 15, 2008 Icahn confirmed that he would be commencing a proxy fight to remove Yahoo's Board of Directors in response to their "irrational" actions in rejecting Microsoft's takeover bid.
• On June 18, 2008 Icahn launched The Icahn Report.
• On July 21, 2008 Icahn agreed to join Yahoo's Board of Directors in a deal that would end the proxy fight. According to the agreement, the Yahoo Board will expand by two directors to eleven members. Eight directors will stand for re-election while the remaining three seats will include Icahn and two nominees that Icahn will recommend.
• In September/October 2008 Icahn has been involved in the attempted purchase of Imclone by Bristol Myers Squibb (which was turned down) and eventual sale of Imclone to Eli Lilly in an all cash deal valued at $6.5bn. Icahn had described Bristol Myers Squibb's upwardly revised offer of $62 per share as "absurd".
• In December 2008, Icahn filed suit against Realogy over a proposed debt swap.
• On April 20, 2009, Apparently, Carl Icahn's proxy battle for Amylin is an attempt to engineer a sale to Lilly. Icahn aims Amylin for sale to Lilly
• On September 28, 2009, XO Holdings (XOHO) rejected Icahn's offer to buy out the remaining shares of XO he doesn't own already for 55 cents a share as "substantially undervalues" company. Icahn previously attempted to buy the telecom assets from XO but dropped the bid because of shareholders opposition. A lawsuit filed by the hedge fund and minority shareholder R2 in August 2009 alleges Icahn as director and majority owner of XO - hurt shareholders by refusing refinance of the debts owned by Icahn when capital was easily available and repeatedly denying acquiring attempts at prices several times higher than Icahn’s offer. On October 26, 2009 Icahn raised his offer to 80 cents a share. The offer expired on the same day a filling disclosed its existence.
• On October 23, 2009, Icahn announced his resignation from the board of directors at Yahoo!
• On February 16, 2010, it was revealed that Icahn had reduced his equity stake in Yahoo! from a one-time high of 75 million shares to 12 million shares.
• On February 18, 2010, Icahn, through a subsidiary of his Icahn Enterprises LP, have acquired from Fontainebleau Las Vegas, LLC and certain affiliated entities the Fontainebleau property and improvements thereon located in Las Vegas, Nevada for an aggregate purchase price of approximately $150 million. Icahn is confident with the acquisition of the 70% complete Fontainebleau property stating that "The acquisition of the Fontainebleau property was a great opportunity to purchase a distressed asset that I believe has considerable value."
• On March 8, 2010, a group of lenders, headed by Icahn, closed on the purchase of Tropicana Casino and Resort Atlantic City, bringing the company out of bankruptcy for $200 million.
• On March 23, 2010, Lionsgate Films rejected a takeover bid.
• On May 17, 2010, Icahn reported that he owns almost 12% of Hain Celestial Group Inc. (HAIN).
• On May 25, 2010, Icahn reported that he bought an 8.54% stake in Lawson Software as of May 11. (LWSN).
• On May 27, 2010, Icahn reported that he had accumulated a 6.9% stake in Mentor Graphics. (MENT). On March 15, 2011, Mentor's board issued a strong warning to its shareholders against a proxy action by Icahn.
• On February 11, 2011, Icahn reported that he had accumulated a 9.08% stake in The Clorox Company (CLX). Shares jumped over 9% that day on the news.
• In January 2011, he again proposed to purchase all the XO Holder common stock he does not already own for $0.70 per share. The board hired JP Morgan for evaluation. On July 12, 2011, Icahn and his affiliates raised the price to $1.40. In addition to R2’s suit, five additional class actions complain the inadequacy of the offer and Icahn’s self-dealing and illegally depressing the stock price in order to take the company private cheaply and using the $3.5 billion NOLs by himself.
• On July 15, 2011, Icahn offered to purchase The Clorox Company for $76.50 a share in a deal worth $12.6 billion. He then stated that if the deal falls through, he will pay Clorox $100 million.
• On September 27, 2011, Icahn rumoured to have purchased a stake in Canadian telecoms company Research in Motion, sending their share price up by as much as 7%. On October 17, 2011, Icahn denied the rumour.
• On October 31, 2012, Icahn purchased a 10% stake in Netflix.
• On November 26th 2012, Ichan revived his proxy battle over control of the Oshkosh Corp. board of directors, more than doubling up on his previous effort by nominating a slate of 13 directors, including himself.