Icahn Enterprises completes tender offer in first step to acquire Federal-Mogul
Icahn Enterprises announced Jan. 19 the results of its tender offer through its indirect wholly owned subsidiary, IEH FM Holdings LLC, to purchase all of the outstanding shares of common stock of Federal-Mogul Holdings Corporation not already owned by IEH or its affiliates for $10 per share, net to the seller in cash, without interest and less required withholding taxes. This is more than the $9.25 per share that the company announced it would pay in September.
The offer expired at midnight on Jan. 18, 2017, as scheduled and was not extended. The depositary and paying agent for the offer has informed Icahn Enterprises and Federal-Mogul that, as of the expiration of the offer, a total of 17,615,621 shares were tendered and not properly withdrawn in the offer, representing approximately 58 percent of Federal-Mogul's currently outstanding shares not already owned by Icahn Enterprises, IEH, American Entertainment Properties Corp. (parent), Federal-Mogul or any of their respective affiliates (affiliated shareholders), and together with the shares already owned by the affiliated shareholders, approximately 92.4 percent of the outstanding shares. Icahn Enterprises will accept for payment all validly tendered shares that were not properly withdrawn and pay for such shares promptly in accordance with the terms of the offer.
The completion of the offer is the first step in Icahn Enterprises' two-step acquisition of Federal-Mogul pursuant to the previously announced merger agreement among IEH, parent and Federal-Mogul. Icahn Enterprises intends to complete the second and final step of the acquisition, a short-form merger under Delaware law, as promptly as practicable.
In the short-form merger, IEH will merge with and into Federal-Mogul and each share of Federal-Mogul common stock not tendered in the offer, other than those at to which holders exercise appraisal rights under Delaware law and those held by the affiliated shareholders, will be converted into the right to receive $10 per share in cash, without interest and less any applicable tax withholding. This is the same price per share paid in the offer. Following the merger, Federal Mogul's common stock will cease to be traded on the NASDAQ Global Select Market.
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