Greenbrier Board Of Directors Determines Icahn's Proposal Grossly
Undervalues The Company
LAKE OSWEGO, Ore., Dec. 18, 2012 /PRNewswire/ -- The Greenbrier
Companies, Inc. (NYSE: GBX) ("Greenbrier" or "the Company") today
disclosed that the Company and its advisors have been engaged in
discussions with Carl Icahn and his
associates regarding an acquisition of Greenbrier by American
Railcar Industries, Inc. (NASDAQ: ARII) ("American Railcar") or an
acquisition of American Railcar by Greenbrier.
While Mr. Icahn's 13D/A disclosed a conditional proposal to
acquire Greenbrier for $20 per share
in cash, the Company noted that in previous conversations with
Greenbrier, Mr. Icahn talked about an acquisition of Greenbrier at
a price of between $20 and $22 per
share in cash. The Greenbrier Board of Directors
believes a price range of $20 - $22
per share is inadequate, grossly undervalues the Company and is not
in the best interests of Greenbrier stockholders.
Greenbrier has repeatedly made clear to Mr. Icahn its interest
in acquiring American Railcar at a modest premium, taking into
account the current full valuation of American Railcar's
stock.
The Greenbrier Board believes that a combination of Greenbrier
and American Railcar could be beneficial to both companies and
their stockholders, and that there could be substantial synergies
achieved through such a combination. The Board remains ready
and willing to continue discussions with Mr. Icahn and to consider
any combination of Greenbrier and American Railcar that would be in
the best interest of the Company's stockholders. However, the
Board will not support a transaction that undervalues the Company
and the potential benefits to American Railcar, or overvalues
American Railcar.
Greenbrier's integrated business model and diversified product
offerings enhance financial performance across the business cycle,
create powerful cross-selling opportunities and capture value for
both Greenbrier and its customers throughout the life of a
railcar. Greenbrier's diverse product offerings serve a broad
array of commodities, such that the Company is not dependent on
only a few drivers of demand. Over the last several years,
the Company has grown its share, particularly in tank and hopper
cars, as a result of its strategy. The Company continues to
ramp up tank car production to an annual rate of 3,000 cars, three
times as many tank cars as the Company delivered in fiscal 2012,
with a targeted 20 percent share of normalized demand in the tank
car segment. Over the cycle, demand for tank cars is
forecasted to slow down and be replaced by demand for other railcar
types. Greenbrier is well-positioned to adapt to these
changes. In light of the Company's integrated strategy and
low-cost manufacturing footprint, as well as the benefits to
Greenbrier of a more broad based economic recovery, Mr. Icahn's
proposal grossly undervalues the Company.
Goldman, Sachs & Co. and Bank of America Merrill Lynch are
serving as the Company's financial advisers and Skadden, Arps,
Slate, Meagher & Flom LLP and Tonkon Torp LLP are legal
advisers.
Greenbrier (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of
transportation equipment and services to the railroad industry.
Greenbrier builds new railroad freight cars in its four
manufacturing facilities in the U.S. and Mexico and marine barges at its U.S. facility.
It also repairs and refurbishes freight cars and provides wheels
and railcar parts at 39 locations across North America. Greenbrier builds new railroad
freight cars and refurbishes freight cars for the European market
through both its operations in Poland and various subcontractor facilities
throughout Europe. Greenbrier owns
approximately 10,000 railcars, and performs management services for
approximately 221,000 railcars.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: This release may contain forward-looking
statements, including statements regarding expected new railcar
production volumes and schedules, expected customer demand for the
Company's products and services, plans to increase manufacturing
capacity, new railcar delivery volumes and schedules, growth in
demand for the Company's railcar services and parts business, and
the Company's future financial performance. Greenbrier uses words
such as "anticipates," "believes," "forecast," "potential,"
"contemplates," "expects," "intends," "plans," "seeks,"
"estimates," "could," "would," "will," "may," "can," and similar
expressions to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance
and are subject to certain risks and uncertainties that could cause
actual results to differ materially from in the results
contemplated by the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, reported
backlog is not indicative of our financial results; turmoil in the
credit markets and financial services industry; high levels of
indebtedness and compliance with the terms of our indebtedness;
write-downs of goodwill, intangibles and other assets in future
periods; sufficient availability of borrowing capacity;
fluctuations in demand for newly manufactured railcars or failure
to obtain orders as anticipated in developing forecasts; loss of
one or more significant customers; customer payment defaults or
related issues; actual future costs and the availability of
materials and a trained workforce; failure to design or manufacture
new products or technologies or to achieve certification or market
acceptance of new products or technologies; steel or specialty
component price fluctuations and availability and scrap surcharges;
changes in product mix and the mix between segments; labor
disputes, energy shortages or operating difficulties that might
disrupt manufacturing operations or the flow of cargo; production
difficulties and product delivery delays as a result of, among
other matters, changing technologies, production of new railcar
types, or non-performance of subcontractors or suppliers; ability
to obtain suitable contracts for the sale of leased equipment and
risks related to car hire and residual values; difficulties
associated with governmental regulation, including environmental
liabilities; integration of current or future acquisitions;
succession planning; all as may be discussed in more detail under
the headings "Risk Factors" and "Forward Looking Statements" in our
Annual Report on Form 10-K for the fiscal year ended August 31, 2012, and our other reports on file
with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which reflect management's opinions only as of the date
hereof. Except as otherwise required by law, we do not assume any
obligation to update any forward-looking statements.
SOURCE The Greenbrier Companies, Inc. (GBX)