Oshkosh Corp (OSK.N) said in a new letter to shareholders that company executives have met with Carl Icahn "multiple times" and said the billionaire investor "may not be certain of his intentions" for the company.
Icahn owns more than 9 percent of Oshkosh shares and has expressed interest in the Wisconsin truck maker and defense supplier exploring a potential merger with Navistar International Corp (NAV.N). Icahn owns about 10 percent of Navistar.
Navistar Chief Executive Officer Dan Ustian has said he is interested in exploring a partnership with Oshkosh on truck making, engine purchasing, and defense vehicles.
Oshkosh's message to shareholders, filed with the U.S. Securities and Exchange Commission this week, comes in advance of the company's January 27 annual meeting. Icahn has nominated a slate of his associates as directors and the company has repeatedly urged shareholders to vote for its 13 separate nominees and disregard Icahn's nominees.
This is the third time Oshkosh has reached out to shareholders with proxy materials in advance of the upcoming meeting. Spokesman John Daggett said this letter is aimed primarily at retail investors and said it is typical for a company to contact shareholders several times during a proxy contest.
In this letter to shareholders, which was signed by Oshkosh Chief Executive Charles Szews and Chairman Richard Donnelly and dated January 3, the company criticized Icahn's actions.
"Mr. Icahn has not demonstrated that he has a plan or a team that can lead your company and deliver value to all Oshkosh shareholders. Mr. Icahn is seeking to control nearly half of the Oshkosh board, yet has provided no substantive ideas or analyses to enhance value for all shareholders."
The company also questioned the qualifications for Icahn's director nominees.
"Only days prior to the nomination deadline - Mr. Icahn cobbled together a slate of four candidates who are currently employed by him or one of his entities and another who has had a long relationship with Mr. Icahn since their college days."
Company executives said "we have met with Mr. Icahn and his team multiple times and they provided positive feedback regarding Oshkosh, our management team and our current strategy."
Icahn confirmed for the company that he does not understand the defense business or pressures on the industry, the company said.
"Furthermore, it seems Mr. Icahn himself may not be certain of his intentions for Oshkosh, or at least has not been willing to offer up any analysis for substantive discussion with the company."
Icahn did not return calls requesting comment.
(Reporting By John Stoll; Editing by Gerald E. McCormick)