NEW YORK, Jan. 3, 2017 /PRNewswire/ -- Icahn
Enterprises L.P. (NASDAQ: IEP) ("Icahn Enterprises") announced
today an increase in the purchase price to be paid in its cash
tender offer (the "Offer"), through its indirect wholly owned
subsidiary, IEH FM Holdings LLC ("IEH"), to acquire all of the
outstanding shares of common stock (the "Shares") of Federal-Mogul
Holdings Corporation (NASDAQ: FDML) ("Federal-Mogul") not already
owned by IEH or its affiliates, to $10.00 per Share. Icahn Enterprises and IEH are
extending the Offer to 12:00 midnight, New York City time, on January 17, 2017 (one minute after 11:59 P.M., New York
City time, on January 17,
2017). All other terms and conditions of the Offer remain
unchanged.
Icahn Enterprises and IEH confirm that the increased offer price
is their best and final offer price and that no further increase to
the offer price or extension to the Offer will be made.
The best and final offer price of $10.00 per Share represents a premium of 8.1%
over the previous offer price of $9.25 per Share and a premium of 101% over the
closing price of the Shares on February 26,
2016 (the last trading day prior to Icahn Enterprises'
initial offer).
The depositary and paying agent for the Offer has informed Icahn
Enterprises and Federal-Mogul that, as of 5:00 p.m., New York
City time, on December 30,
2016 (one minute after 11:59
P.M., New York City time,
on December 30, 2016), 3,252,371
Shares have been validly tendered and not properly withdrawn. The
tendered Shares represent approximately 10.7% of the outstanding
Shares, excluding Shares owned by Icahn Enterprises, IEH, American
Entertainment Properties Corp., Federal-Mogul or any of their
respective affiliates (the "Affiliated Shareholders"), and,
together with the Shares already owned by IEH, represent
approximately 83.9% of the outstanding Shares. Consummation of the
Offer is subject to certain conditions, including the tender of
such number of Shares that (1) represent at least a majority of the
issued and outstanding Shares, excluding Shares owned by the
Affiliated Shareholders and (2) together with the Shares already
owned by IEH, represent at least one Share more than 90% of the
issued and outstanding Shares (the "Minimum Tender Condition").
The final expiration date of the Offer is 12:00 midnight,
New York City time, on
January 17, 2017 (one minute after
11:59 P.M., New York City time, on January 17, 2017). In the event that a majority
of the unaffiliated stockholders of Federal-Mogul do not validly
tender sufficient Shares to satisfy the Minimum Tender Condition
prior to the final expiration date of the Offer, Icahn Enterprises
will terminate the Merger Agreement and its proposed acquisition of
Federal-Mogul.
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,
Amendment No. 3 filed on October 12,
2016, Amendment No. 4 filed on October 13, 2016, Amendment No. 5 filed on
October 20, 2016, Amendment No. 6
filed on October 31, 2016, Amendment
No. 7 filed on November 15, 2016,
Amendment No. 8 filed on December 5,
2016 and Amendment No. 9 filed on December 16, 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, Amendment No. 3
filed on October 12, 2016, Amendment
No. 4 filed on October 13, 2016,
Amendment No. 5 filed on October 20,
2016, Amendment No. 6 filed on October 31, 2016, Amendment No. 7 filed on
November 15, 2016, Amendment No. 8
filed on December 5, 2016 and
Amendment No. 9 filed on December 16,
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.
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SOURCE Icahn Enterprises L.P.