Commercial Metals (CMC) Issues Letter to Shareholders, Urges Stockholders NOT to Tender Their Shares
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Commercial Metals Company (NYSE: CMC) today sent a letter from its Board of Directors to its stockholders recommending that they not tender their shares into the tender offer from IEP Metals Sub LLC, an affiliate of Carl Icahn ("Mr. Icahn"). The Board also recommends that stockholders vote for the election of CMC's nominees on the White proxy card. The letter also provides further detail on the Board's view of Mr. Icahn's opportunistic offer and his ownership of PSC Metals, Inc.
PLEASE VOTE THE ENCLOSED WHITE PROXY CARD FOR CMC'S DIRECTOR NOMINEES ANDDO NOT TENDER YOUR SHARES INTO ICAHN'S OPPORTUNISTIC OFFER.
January 3, 2012
Dear Fellow Stockholders:
Commercial Metals Company's Annual Meeting of Stockholders is only weeks away. We are asking you to support CMC against Carl Icahn, who is trying to buy your Company at an opportunistic, low-ball price.
Our Board unanimously rejected Mr. Icahn's recent hostile offer of $15.00 per share and concluded that the offer is not in the best interests of CMC stockholders, because the Board believes the offer: is financially inadequate and substantially undervalues CMC, is opportunistically timed, involves significant risk and uncertainty and, fails to take into account the value from recent actions taken by CMC's new management team.
We urge you to REJECT Carl Icahn's nominees for election to the Board of Directors and to NOT tender your shares into his offer. We believe his nominees are not qualified, are merely Mr. Icahn's deputies and will only try to further his attempt to acquire CMC. Ask yourself: Whose interests do you think Icahn's nominees will serve?
Please vote the ENCLOSED WHITE proxy card today FOR the Company's Board nominees – Harold L. Adams, Joe Alvarado and Anthony A. Massaro. They are experienced, highly qualified and committed to serving the best interests of all stockholders.
Given Mr. Icahn's well-known reputation for attempting to take value for himself, we think it is important for you to know more about his agenda, which we believe – among other things – has much to do with his ownership of PSC Metals, Inc. and failed attempts to exit that investment.
ICAHN SAID ONLY FIVE MONTHS AGO THAT CMC'S SHARES WERE UNDERVALUEDAT $14.34 PER SHARE; NOW HE WANTS TO BUY THE COMPANY AT $15.00!
Only five months ago – when CMC shares were trading at $14.34 – Mr. Icahn stated in an SEC filing that the shares were "undervalued." Mr. Icahn is now trying to elect unqualified directors whose only purpose in our view would be to facilitate a sale to him for $15.00 per share, a premium of only 4.6% to this "undervalued" share price. This is in sharp contrast to his claim of a larger premium. Don't be fooled by Mr. Icahn's doublespeak.
PLEASE VOTE THE ENCLOSED WHITE PROXY CARD FOR CMC'S DIRECTOR NOMINEES ANDDO NOT TENDER YOUR SHARES INTO ICAHN'S OPPORTUNISTIC OFFER.
January 3, 2012
Dear Fellow Stockholders:
Commercial Metals Company's Annual Meeting of Stockholders is only weeks away. We are asking you to support CMC against Carl Icahn, who is trying to buy your Company at an opportunistic, low-ball price.
Our Board unanimously rejected Mr. Icahn's recent hostile offer of $15.00 per share and concluded that the offer is not in the best interests of CMC stockholders, because the Board believes the offer: is financially inadequate and substantially undervalues CMC, is opportunistically timed, involves significant risk and uncertainty and, fails to take into account the value from recent actions taken by CMC's new management team.
We urge you to REJECT Carl Icahn's nominees for election to the Board of Directors and to NOT tender your shares into his offer. We believe his nominees are not qualified, are merely Mr. Icahn's deputies and will only try to further his attempt to acquire CMC. Ask yourself: Whose interests do you think Icahn's nominees will serve?
Please vote the ENCLOSED WHITE proxy card today FOR the Company's Board nominees – Harold L. Adams, Joe Alvarado and Anthony A. Massaro. They are experienced, highly qualified and committed to serving the best interests of all stockholders.
Given Mr. Icahn's well-known reputation for attempting to take value for himself, we think it is important for you to know more about his agenda, which we believe – among other things – has much to do with his ownership of PSC Metals, Inc. and failed attempts to exit that investment.
ICAHN SAID ONLY FIVE MONTHS AGO THAT CMC'S SHARES WERE UNDERVALUEDAT $14.34 PER SHARE; NOW HE WANTS TO BUY THE COMPANY AT $15.00!
Only five months ago – when CMC shares were trading at $14.34 – Mr. Icahn stated in an SEC filing that the shares were "undervalued." Mr. Icahn is now trying to elect unqualified directors whose only purpose in our view would be to facilitate a sale to him for $15.00 per share, a premium of only 4.6% to this "undervalued" share price. This is in sharp contrast to his claim of a larger premium. Don't be fooled by Mr. Icahn's doublespeak.
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