* Only 22 pct of shares offered in response to Icahn's bid
* Shares fall more than 4 pct
* This was Icahn's second run at Oshkosh (Adds company response, updates share data)
Dec 4 Activist investor Carl Icahn on Tuesday abandoned his effort to acquire control of U.S. truck and military vehicle maker Oshkosh Corp after shareholders tendered fewer shares than he had hoped for.
Only 22 percent of shares were tendered in his $32.50 per share offer, less than the 25 percent threshold Icahn had sought. Icahn, who remains Oshkosh's largest shareholder with a 9.5 percent stake, had said that 25 percent stake would have improved his chances of having his own slate of directors elected to the board of the Oshkosh, Wisconsin-based company.
"Oshkosh looks forward to moving ahead without the unnecessary expense and distraction of a proxy contest," the company said in a statement.
Oshkosh shares were down 4.3 percent at $28.80 on the New York Stock Exchange.
"We are returning all tendered shares and we will not extend the offer," said Icahn, whose offer valued Oshkosh at $2.98 billion and represented a 21 percent premium on the share price prior to his October bid.
Oshkosh had previously dismissed Icahn's offer as inadequate and in November the company's board authorized management to buy back up to 11 million shares, which would represent 12 percent of the company's outstanding stock, up from a prior authorization to buy back 7.2 million shares.
Icahn had argued that Oshkosh should spin off its JLG aerial lift unit, which the company acquired in 2006 for $3 billion, as a standalone company.
This was Icahn's second run at Oshkosh; a year earlier he waged an unsuccessful proxy battle but shareholders rejected his slate of directors. (Reporting by Scott Malone in Boston; editing by Gerald E. McCormick, Matthew Lewis and Phil Berlowitz)