Carl C. Icahn, the activist investor, in 2007.
LONDON —
The Commercial Metals Company on Monday rejected a proposed takeover
by the billionaire investor Carl
C. Icahn, calling his offer, which values the company at more than $1.7
billion, a “bargain basement price.”
Commercial
Metals, a metal recycler based in Irving, Tex., said Mr. Icahn’s offer of $15 a
share was opportunistic and not in the best interests of the company’s
shareholders.
“It’s
important that our stockholders understand that Mr. Icahn is making an
aggressive push to acquire the company at this time in an attempt to achieve a
bargain basement price for CMC,” the company’s lead director, Anthony A.
Massaro, said in a statement.
Mr.
Massaro added that because the proposed takeover did not constitute a formal
tender offer, the company’s shareholders did not have to take any action at
this time.
Last
week, Mr. Icahn, who already owns 9.98 of the company, offered to acquire
Commercial Metals.
Mr.
Icahn has said he would sell the company’s noncore assets and combine the
remaining operations with PSC Metals, which he acquired for $335 million in
2007.
He
had called the record of the Commercial Metals board and management “dismal.”
Mr. Icahn said he planned to nominate three new candidates for the company’s
board.
“We
do not believe the current board is capable or willing to undertake the actions
necessary to enable Commercial Metals to compete in the future,” Mr. Icahn said
in statement on Nov. 28. “Such actions include, but are not limited to, the
sale of noncore assets, the immediate replacement of management and the
refocusing of the business on core operations in North America .”
In
July, Commercial Metals adopted a shareholder rights plan with a 10 percent
threshold. The company said it had done so after Mr. Icahn’s “sudden and rapid
ownership increase in C.M.C., his aggressive use of derivatives, which obscures
the rate of his increase, and a call to the company from one of Mr. Icahn’s
representatives who indicated Mr. Icahn’s intention to continue accumulating C.M.C.
stock.”
Goldman
Sachs and the law firm Sidley
Austin are advising Commercial Metals.

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