Oshkosh proxy card stokes feud with Icahn

Wed Dec 21, 2011 6:41pm EST

The Oshkosh logo is seen in Wisconsin October 12, 2011.  REUTERS/Darren Hauck

The Oshkosh logo is seen in Wisconsin October 12, 2011.

Credit: Reuters/Darren Hauck

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(Reuters) - Oshkosh Corp (OSK.N) has sent a proxy card to shareholders recommending they ignore an effort by billionaire investor Carl Icahn to install his own board members as he pushes for a merger with one of the company's key rivals.

Icahn recently nominated six associates to be on the board of the Wisconsin maker of trucks, construction lifts and defense vehicles. In a letter to the company's shareholders last week asking for support for his nominations, he also voiced strong support of a merger between Oshkosh and Navistar International Corp (NAV.N).

Icahn owns nearly 10 percent stakes in both companies. Oshkosh shareholders will weigh in on the battle between Icahn and the company's management and board at the January 27 annual meeting in Oshkosh.

In a proxy card sent to shareholders and signed by Oshkosh Chief Executive Charles Szews, the company said "your board and management team are successfully executing Oshkosh's strategy to position the company for the future and create value for all shareholders."

In the following pages, the company repeated its operating strategy and laid out several metrics that indicate recent success in the business.

The proxy card was dated December 20 and filed with the Securities and Exchange Commission on Wednesday.

Oskhosh's outreach to shareholders contrasts the message coming from Navistar management, which has lent vocal support to a collaboration with Oshkosh. Navistar - bigger than Oshkosh in terms of revenue and market capitalization - has said it sees potential synergies with its rival in the defense and commercial truck sectors.

Navistar Chief Executive Dan Ustian also said on Tuesday during the company's fourth-quarter earnings call that he sees opportunities to supply Oshkosh with engines for trucks and other key truck components.

Navistar shares surged on Tuesday as the company's results exceeded expectations, but gave back most of those gains on Wednesday as the stock fell 5.2 percent to close at $36.90. Oshkosh shares traded up slightly on Wednesday after a strong Tuesday performance, closing at $21.99.

Oshkosh is not the only party to raise questions about Icahn's strategy. Earlier in the week, Owl Creek Asset Management founder Jeffrey Altman filed a disclosure saying he had "concerns" about a merger. Altman said Navistar needs to "demonstrate the ability to derive significant value from synergies."

Icahn's own overture to Oshkosh shareholders indicates the investor strongly supports a merger.

"The Icahn Parties believe there may be significant synergies between Oshkosh and Navistar International Corporation and that shareholders of both companies could benefit from these synergies and the Icahn Parties would be supportive of a merger," the letter said.

"The Icahn Parties believe that synergy driven consolidation will be a primary method for defense contractors to drive earnings and cost savings in the years ahead."

(Reporting By John D. Stoll; editing by Andre Grenon)

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Comments (2)
Intriped wrote:
Wow, if this merger happens then profits and jobs would be at stake. Greed by ICON himself and shame on him for trying to make such a move.

Dec 21, 2011 8:27pm EST  --  Report as abuse
Intriped wrote:
This is where the money flows. As one can see we continue to build war machines. You cannot believe that once these vehicles are built and deployed that they will just sit idle now do we? Remember pull out dates and connect the dots of truth.

Navistar Defense L.L.C., Lisle, Ill., is being awarded a $133,714,728firm-fixed-priced delivery order 0022 under a previously awarded contract (M67854-07-D-5032) for 514 field service representatives in support of the Mine Resistant Ambush Protected vehicle program. Work will be performed in Afghanistan and Kuwait (94 percent) and the United States (6 percent), and is expected to be completed Dec. 31, 2012. Fiscal 2012 operations and maintenance appropriation funds will expire at the end of the current fiscal year. Marine Corps Systems Command, Quantico, Va., is the contracting activity.

Dec 21, 2011 9:23pm EST  --  Report as abuse
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