Reuters: Regulatory News: UPDATE 3-CVR strikes deal with Icahn; makes way for $2.26 bln bid

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UPDATE 3-CVR strikes deal with Icahn; makes way for $2.26 bln bid Apr 19th 2012, 21:15 April 19 | Thu Apr 19, 2012 9:39am EDT April 19 (Reuters) - Crude refiner CVR Energy Inc scrapped a poison pill preventing Carl Icahn from taking over the company, but stopped short of recommending the $2.26 billion offer. About 55 percent of CVR shares were offered under Icahn's $30 per share tender that lapsed on April 2. CVR adopted a shareholder rights plan in January after Icahn built up a 14.5 percent stake in the company. Shareholder rights plans, or poison pills, allow companies to issue new shares if a suitor buys shares over a certain threshold. "The board has decided to permit CVR Energy stockholders to determine whether or not they wish to sell their shares at the price offered by Mr. Icahn," CVR said on Thursday. "The board is not recommending that stockholders tender into Icahn's offer and continues to believe CVR Energy's potential long-term value exceeds $30 per share," the company said. Icahn said he plans to merge CVR with one of his affiliates if he ends up owning at least 90 percent of CVR's shares. Seven of CVR's nine directors would be replaced with Icahn's nominees if at least 36 percent of CVR shares are offered in a fresh tender. Icahn said amended tender documents would be sent to shareholders within three business days. "The tender offer, as amended, will expire 10 business days after we mail the supplement," he said. The bid includes a "contingent value right" that would enable shareholders to receive additional cash if Icahn manages to sell the company for more than $30 per share. During the new tender offer period, CVR will be allowed to seek alternative acquisition proposals, the company said. Icahn will also seek alternative acquisition proposals and will settle for any cash offer at $35 per share or more once the CVR acquisition is closed, the parties said. CVR Energy shares rose 7.6 percent to $29.99 on Thursday on the New York Stock Exchange. Link this Share this Digg this Email Reprints

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