Icahn Tenders 63% of CVR Energy (CVI) Shares

Carl C. Icahn today announced that, as of 11:59 p.m., New York City time, on May 4, 2012, 48,112,317 shares of common stock of CVR Energy, Inc. (NYSE: CVI) were validly tendered pursuant to the offer by his affiliates to acquire CVR for $30 per share plus a contingent value right. As all of the terms and conditions of the offer have been satisfied, Mr. Icahn's affiliates have accepted for payment all of the tendered shares, which represent approximately 63% of all CVR shares held by shareholders unaffiliated with Mr. Icahn. Upon the purchase of these shares, which will occur today, the Icahn group will own approximately 69% of CVR's outstanding shares.

Mr. Icahn also announced today that the subsequent offering period for the offer has commenced and will expire at 11:59 p.m., New York City time, on May 18, 2012. During the subsequent offering period, holders of CVR common stock who did not tender their shares during the initial offer period may tender their shares and receive the same consideration of $30 per share plus a contingent value right that was offered during the initial offer period. Mr. Icahn's affiliates will immediately accept and promptly pay, on a first-come, first-served basis, for all CVR shares as they are tendered during the subsequent offering period.

In accordance with the terms of the previously announced Transaction Agreement between Mr. Icahn and CVR, upon the purchase of the tendered shares today, seven members of CVR's nine-member Board of Directors will be replaced automatically with seven individuals nominated by Mr. Icahn.

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