Icahn Enterprises L.P. Announces Extension of Tender Offer for All Outstanding Shares of Common Stock of Federal-Mogul Holdin...
13 October 2016 - 7:15AM
Icahn Enterprises L.P. (NASDAQ:IEP) (“Icahn Enterprises”) today
announced an extension of its cash tender offer (the “Offer”)
through its wholly owned subsidiary, IEH FM Holdings LLC (“IEH”),
for all of the outstanding shares of common stock (the “Shares”) of
Federal-Mogul Holdings Corporation (NASDAQ:FDML) (“Federal-Mogul”)
not already owned by IEH for $9.25 per Share. IEH is extending the
Offer to 12:00 midnight, New York City time, on October 28, 2016
(one minute after 11:59 P.M., New York City time, on October 28,
2016). All other terms and conditions of the Offer,
including the offer price of $9.25 per Share, remain unchanged.
The depositary and paying agent for the Offer has informed IEH
and Federal-Mogul that, as of 5:00 p.m. on Tuesday, October 11,
2016, approximately 12,428 Shares have been validly tendered and
not properly withdrawn.
Complete terms and conditions of the Offer are
set forth in the Offer to Purchase, Letter of Transmittal and other
related materials that were filed as exhibits to the Tender Offer
Statement on Schedule TO filed by Icahn Enterprises with the
Securities and Exchange Commission (the “SEC”) on September 26,
2016, as amended and supplemented by Amendment No. 1 filed on
October 3, 2016, Amendment No. 2 filed on October 6, 2016 and
Amendment No. 3 filed on October 12, 2016. In addition, on
September 26, 2016, Federal-Mogul filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC relating to the Offer, which was amended and supplemented by
Amendment No. 1 filed on October 3, 2016, Amendment No. 2 filed on
October 6, 2016 and Amendment No. 3 filed on October 12,
2016. Copies of the Offer to Purchase, Letter of Transmittal
and other related materials are available free of charge from D.F.
King & Co., Inc., the information agent for the Offer, toll
free at (888) 605-1957 or via email at fdml@dfking.com, or on the
SEC’s website, at www.sec.gov. Icahn Enterprises’ other public
filings with the SEC, including annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K, are
also available for free on the SEC’s website at www.sec.gov. The
depositary and paying agent for the Offer is Computershare Trust
Company, N.A.
THIS PRESS RELEASE DOES NOT CONSTITUTE
AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY
SECURITIES. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY.
THE OFFER IS MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS THAT ICAHN ENTERPRISES HAS
DISTRIBUTED TO FEDERAL-MOGUL’S STOCKHOLDERS. ICAHN ENTERPRISES ALSO
FILED A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE SEC.
FEDERAL-MOGUL’S STOCKHOLDERS SHOULD READ THESE MATERIALS AND THE
DOCUMENTS INCORPORATED THEREIN BY REFERENCE CAREFULLY AND IN THEIR
ENTIRETY BEFORE MAKING ANY DECISION WITH RESPECT TO THE
OFFER.
About Icahn Enterprises
L.P.
Icahn Enterprises L.P. (NASDAQ:IEP), a master
limited partnership, is a diversified holding company engaged in
ten primary business segments: Investment, Automotive, Energy,
Metals, Railcar, Gaming, Mining, Food Packaging, Real Estate and
Home Fashion.
Statements in this press release may contain, in
addition to historical information, certain forward-looking
statements. Some of these forward-looking statements may contain
words like “believe,” “may,” “could,” “would,” “might,” “possible,”
“should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,”
the negative of these words, other terms of similar meaning or they
may use future dates. Forward-looking statements in this document
include, without limitation, those relating to the Offer and
subsequent merger. These statements are subject to risks and
uncertainties that could cause actual results and events to differ
materially from those anticipated, including, but not limited to,
risks and uncertainties related to: statements regarding the
anticipated benefits of the Offer and the subsequent merger;
statements regarding the anticipated timing of filings and
approvals relating to the Offer and the subsequent merger;
statements regarding the expected timing of the completion of the
Offer and the subsequent merger; the percentage of Federal-Mogul’s
stockholders tendering their shares in the Offer; the possibility
that competing offers will be made; the possibility that various
closing conditions for the Offer and the subsequent merger may not
be satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of
the Offer and the subsequent merger; the effects of disruption
caused by the Offer and the subsequent merger; stockholder
litigation in connection with the Offer and the subsequent merger;
and other risks and uncertainties discussed in Icahn Enterprises’
filings with the SEC, including the “Risk Factors” sections of its
Annual Reports on Form 10-K for the year ended
December 31, 2015 and subsequent quarterly reports on
Form 10-Q, as well as the Tender Offer Statement on Schedule
TO/Schedule 13E-3 filed by Icahn Enterprises with the SEC and the
Solicitation/Recommendation Statement and Schedule 13E-3 filed by
Federal-Mogul with the SEC. Icahn Enterprises and its affiliates do
not undertake any obligation to update any forward-looking
statements as a result of new information, future developments or
otherwise, except as expressly required by law. All forward-looking
statements in this press release are qualified in their entirety by
this cautionary statement.
Investor Contact:
SungHwan Cho, Chief Financial Officer
(212) 702-4300
Icahn Enterprises (NASDAQ:IEP)
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