Federal-Mogul Holdings Corp. today announced that Federal-Mogul has entered into an Agreement and Plan of Merger with a subsidiary of Icahn Enterprises, Federal-Mogul’s majority shareholder, pursuant to which Icahn Enterprises will offer to purchase all of the outstanding shares of Federal-Mogul common stock not owned by Icahn Enterprises or its affiliates, in an all-cash transaction for $9.25 per share.
The all-cash offer represents a premium of 86 percent above Federal-Mogul’s closing share price of $4.98 on Feb. 26, the business day prior to Icahn Enterprises’ original proposal of $7 per share.
The merger agreement has been unanimously approved by the boards of directors of both companies, the audit committee of Icahn Enterprises and the special committee of independent directors previously established by Federal-Mogul’s board of directors to review and evaluate Icahn Enterprises’ proposal. The transaction is structured as a tender offer followed by a merger.
Federal-Mogul’s board of directors, upon the unanimous recommendation of the special committee of independent directors, has unanimously recommended that Federal-Mogul stockholders (other than Icahn Enterprises and its affiliates) accept the offer and tender their shares.
Upon consummation of the transaction, Federal-Mogul will be an indirect wholly owned subsidiary of Icahn Enterprises. If the transaction is completed, Federal-Mogul will become a privately held company and its common shares will no longer be listed on the NASDAQ or any public market.
