SUNNY
ISLES BEACH, Fla., Nov. 8, 2024
/PRNewswire/ -- Icahn Enterprises L.P. (Nasdaq: IEP) announced
today that it has delivered a proposal to the board of directors of
CVR Energy, Inc. ("CVR") to acquire additional shares of CVR common
stock in a tender offer.
IEP proposed that Icahn Enterprises Holdings L.P. ("IEH") (or a
subsidiary thereof) would commence a tender offer to acquire up to
15 million additional shares (the "Maximum Tender Amount") of
common stock, par value $0.01, of
CVR, for a purchase price of $17.50
per share. The proposed purchase price represents a premium
of approximately 6% to CVR's closing price on November 7, 2024 and a premium of approximately
5% to the volume-weighted average price of CVR's common stock
during the last 7 trading days. IEP is proposing the tender
offer because it believes that CVR's shares are undervalued in the
market and represent an attractive investment opportunity, and that
CVR's shareholders will benefit from an opportunity to sell their
shares at a premium to their trading price.
IEP's proposal contemplates that IEH (or a subsidiary thereof)
would acquire all shares of CVR common stock properly tendered in
the tender offer up to the Maximum Tender Amount, and that the
tender offer will not be subject to a minimum tender
condition. Furthermore, IEP is willing to agree with CVI to
certain contractual provisions for the benefit of CVR's public
stockholders following completion of the tender offer. It is
IEP's expectation that a special committee of independent directors
of CVR will consider our proposal and such other terms, and to make
a recommendation to CVR's stockholders or determine to remain
neutral with respect to the tender offer. IEP currently
beneficially owns, directly and indirectly, 66,692,381, or 66.3%,
of the outstanding shares of CVR common stock and, if the proposed
tender offer were to be fully or over-subscribed, IEP would
beneficially own, directly and indirectly, 81,692,381 shares, or
81.3%, of the outstanding shares of CVR common stock.
Additional Information
The tender offer described in this press release has not yet
commenced. This press release is provided for informational
purposes only and does not constitute an offer to purchase or the
solicitation of an offer to sell any securities. At the time the
tender offer is commenced, IEP and IEH and one or more subsidiaries
intend to file with the Securities and Exchange Commission (the
"SEC") and deliver to CVR stockholders a Tender Offer Statement on
Schedule TO containing an offer to purchase, a form of letter of
transmittal and other documents relating to the tender offer, and
CVR will file with the SEC a Solicitation/Recommendation Statement
on Schedule 14D-9 with respect to the tender offer.
Investors and stockholders are urged to read those documents and
other relevant documents filed or to be filed with the SEC
carefully when they become available as they will contain important
information about IEP, CVR, the tender offer and related matters.
Those documents as well as IEP's and CVR's other public filings
with the SEC may be obtained without charge at the SEC's website at
www.sec.gov and on IEP's and CVR's respective websites.
Icahn Enterprises L.P.
Icahn Enterprises L.P., a master limited partnership, is a
diversified holding company owning subsidiaries currently engaged
in the following continuing operating businesses: Investment,
Energy, Automotive, Food Packaging, Real Estate, Home Fashion and
Pharma.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release, including statements
regarding IEP's plans, objectives, expectations and intentions
relating to the tender offer, the tender offer's expected
contributions to IEP's results, financing and closing of the
acquisition, as well as the expected timing and benefits of the
acquisition, may contain words considered forward-looking
statements or information under applicable securities laws. These
statements are based on IEP's current expectations, estimates,
forecasts and projections about the operating environment,
economies and markets in which IEP and CVR operate. These
statements are subject to important assumptions, risks and
uncertainties that are difficult to predict, including market
conditions, discussions with CVR and its board of directors, and
financing the tender offer, and the actual outcome may be
materially different. IEP's assumptions, although considered
reasonable by us at the date of this press release, may prove to be
inaccurate and consequently actual results could differ materially
from the expectations set out herein. For additional information
with respect to risks and other factors, which could occur, see
IEP's filings with the Securities and Exchange Commission including
IEP's Annual Report on Form 10-K and its quarterly reports on Form
10-Q under the caption "Risk Factors," as well as the Tender Offer
Statement on Schedule TO if and when it becomes available.
Additionally, there may be other factors not presently known to us
or which we currently consider to be immaterial that may cause our
actual results to differ materially from the forward-looking
statements. Past performance in our Investment segment is not
indicative of future performance. We undertake no obligation to
publicly update or review any forward-looking information, whether
as a result of new information, future developments or
otherwise.
Investor Contact:
Ted Papapostolou, Chief Financial
Officer
IR@ielp.com
(800) 255-2737
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SOURCE Icahn Enterprises L.P.