Greenbrier rejects Icahn offer again, says it is "unacceptable"

Thu Dec 20, 2012 11:31pm EST

Related Topics

(Reuters) - U.S. railcar maker Greenbrier Companies Inc (GBX.N) has yet again rejected a bid from American Railcar Industries Inc (ARII.O), controlled by activist investor Carl Icahn, saying the sweetened offer still undervalued the company.

Greenbrier's latest snubbing intensifies a takeover battle that was revived by Icahn after nearly five years. Icahn tried to merge the companies in 2008 but dropped the bid later that year, saying a combination was not possible due to "unresolved issues." (r.reuters.com/pud93t)

On Wednesday, American Railcar increased its offer by 10 percent to $22 per share, valuing Greenbrier at $597 million, after Greenbrier rejected an earlier $20 per-share bid.

"American Railcar's conditional proposal to acquire the company for $22 per share is unacceptable and not in the best interests of Greenbrier stockholders," Greenbrier said in a statement late on Thursday.

Greenbrier said that at no point during the discussions with Icahn did the company or its advisers invite or encourage American Railcar to make an offer to acquire Greenbrier for a price in the range of $20-$22 per share.

"Greenbrier has made clear to Icahn and his representatives that a price range of $20-$22 per share would not be acceptable to the company," it said.

Greenbrier, however, said it continues to believe that a combination with American Railcar could be beneficial to both companies and their stockholders, and remains ready and willing to continue discussions.

While rejecting American Railcar's initial offer of $20 per share, Greenbrier had earlier said it had repeatedly told Icahn that the company would in turn be interested in buying American Railcar for a "modest premium.

Icahn Enterprises LP (IEP.O) controls 55.6 percent of American Railcar, according to its most recent filing.

Shares of Greenbrier have risen 30 percent since Icahn reported a 9.99 percent stake in the company last month that made him its largest shareholder. Greenbrier shares closed down 12 percent at $18.16 on Thursday.

The offer price is still at a discount to the $30-range the Greenbrier stock was trading at when Icahn attempted to merge the companies in 2008.

American Railcar's offer is also below Greenbrier's intrinsic value of $28.67 as measured by Thomson Reuters StarMine. The StarMine model is a measure of how much a stock should be worth currently when considering expected growth rates over the next 15 years adjusting for analysts' systematic biases.

The Lake Oswego, Oregon-based Greenbrier grew rapidly in 2011 as strong demand for railcars to transport crude oil and sand for hydraulic fracturing enabled it to ramp up production and raise prices.

But the company has been struggling with moderating demand this year from oil companies.

(Reporting by Sakthi Prasad in Bangalore; Editing by Jacqueline Wong and Chris Gallagher)

FILED UNDER: