CVR Energy Inc. (CVI:US), the owner of two oil refineries, lifted a “poison pill” provision and agreed to allow investor Carl Icahn’s $30-a-share takeover offer that gained the support of a shareholder majority earlier this month.
Under the agreement, Icahn must revise his offer terms within three days to improve protections for shareholders who don’t tender their shares to Icahn and reduce the risk a deal won’t close, CVR, based in Sugar Land, Texas, said in a statement today.
Icahn, the largest shareholder, announced April 3 that 55 percent of shares were tendered, enough to give him more than a 60 percent stake. Until today, CVR’s board had opposed the offer. Today, it said it will allow shareholders to decide.
“The Board is not recommending that stockholders tender into Mr. Icahn’s offer and continues to believe CVR Energy’s potential long-term value exceeds $30 per share,” the company said. “The Board also understands, based on the results of Mr. Icahn’s tender offer on April 2, that many of the Company’s stockholders may prefer to realize value in the near term.”
The agreement removes the so-called poison pill that CVR’s board could have used to block his transaction, Icahn said today in a separate statement. Icahn reiterated his intent to sell the company, sharing profit from the resale with existing shareholders.
The announcement was made before regular trading began on U.S. markets. CVR rose 0.04 percent yesterday to close at $27.87 in New York. The shares have risen 22 percent since Jan. 12, the day before Icahn’s stake was disclosed.
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