Carl Icahn Issues Open Letter To Shareholders Of Oshkosh Corporation

     Carl Icahn Issues Open Letter To Shareholders Of Oshkosh Corporation

PR Newswire

NEW YORK, Nov. 8, 2012

NEW YORK, Nov. 8, 2012 /PRNewswire/ --Carl Icahn today issued the following
open letter to shareholders of Oshkosh Corporation:

Dear Fellow Oshkosh Shareholders,

Oshkosh's Board of Directors recently sent a letter to all shareholders,
rejecting and grossly misrepresenting my offer. The letter is frankly a
blatant and insulting obfuscation of my intent and the facts. I have made it
abundantly clear that my simple and straightforward intent is to see the price
of OSK shares go higher. Unlike management and incumbent directors who are, in
my opinion, inordinately concerned with preserving their own jobs, their
status and the empire which they have built for themselves, my interests are
100% aligned with shareholders, because I am a shareholder. I have concluded
that my tender, along with the subsequent proxy campaign, represents the
clearest, most straightforward and least risky path towards realizing a higher
share price for all shareholders.

I am not conducting this tender to take Oshkosh private. I would be happy to
have shareholders, rather than tender, simply join with me and support my
board slate as we seek to drive the stock price higher through a breakup of
Oshkosh's disparate businesses. For those who do not feel that this breakup
can achieve a substantial increase in value, as well as those who are
concerned about the future of the defense and construction markets, I have
provided them a cash tender option at a substantial premium to where the
shares were trading prior to my offer. However, shareholders who are willing
to take the risks inherent in the business could ride along with me to reap
the reward of realizing the sum of the parts valuation. Nonetheless, I would
encourage all shareholders to tender before the December 3, 2012 deadline to
send a strong message to this board that something more must be done to
enhance shareholder value. All shareholders will have the opportunity to
withdraw their shares from the tender offer, if they would like to continue to
hold their OSK stock and thereby co-invest with me, just as they did in CVR
Energy.

While this board has made numerous statements regarding the conditionality of
my offer and their own intentions, which I believe are inaccurate and
misleading, there is a simple fact which, in my opinion, trumps all others:
When Charles Szews became COO and President of Oshkosh on October 1, 2007, the
closing price of OSK shares was $61.95 per share. Approximately five years
later, on October 10, 2012, the day before I announced that I would commence a
tender offer for Oshkosh, the closing price of OSK shares was $26.85 per
share. It should also be noted that the year prior to Mr. Szews being
appointed President and COO, the Fire & Emergency segment reported operating
income of $107.5 million and in the last 12 months the segment LOST $12.9
million. I believe that it is an indisputable fact that this board and their
management team have established a track record of failure. Oshkosh
management, in my opinion, has spent the bulk of their effort providing
excuses why they have not performed rather than working to provide
shareholders a value enhancing strategic alternative.

While the Oshkosh board would like you to believe that they are willing to
consider all options to increase value for shareholders, I believe that is
simply not true. For the last 18 months we have made considerable overtures
regarding the disparate nature and prospects of Oshkosh's businesses. Despite
both public and private statements that the board has "considered," "studied"
and "discussed internally" value enhancing options for shareholders, they have
not taken outward confirmable action to determine if a transaction was
feasible. In fact, in their recent SEC filing discussing the background to
this tender, they mention the board meeting on six occasions to discuss the
option of a poison pill, but only one mention in passing of the board
discussing the M&A market. Moreover, they seem more than willing to pay
investment banks hostile defense fees, yet unwilling to hire them to run a
process which could result in a higher share price. Does this sound like a
board concerned with maximizing shareholder value, or a board acting to
maximize their own status and compensation?

Over the years, I have come to the belief that most profitable investments are
based on simple self evident truths. While I believe it is self evident that
the separation of JLG would enhance value, this board has continually stated
that they fail to comprehend how a JLG spin-off would create value for
shareholders. I suppose this is not surprising, as they are not meaningful
shareholders in this company and increasing the stock price seems to me to not
be their focus. I believe that this separation is absolutely required to
fully realize the value of Oshkosh's assets. After the tender and annual
meeting is completed, if we prevail, we expect that the new board will
investigate every possible strategy to separate these businesses so that it
can be accomplished in the most efficient manner possible. They may determine
that it is more efficient to sell or spin the defense business outright
thereby achieving our goal of separation. This is yet another option which the
Oshkosh management team has refused to consider.

While conglomerate businesses typically trade at a discount to focused
companies, which is also the case here, we believe the issue at Oshkosh is
much more substantial. Actual shareholders should realize that the large
defense business at Oshkosh is subject to substantial uncertainty concerning
future project awards, profitability, risks associated with the ever changing
management to shrink the business, and the results of the recent election and
subsequent budget issues. This business is difficult to understand, difficult
to model and the risk profile makes it a difficult stock to own for
shareholders who are used to looking at machinery and construction equipment
stocks. We strongly believe that the cloud of uncertainty will be hanging
around this defense business at least until the JLTV award is settled which
might not be for years. Separate businesses would allow an investor to pick
and choose the risks they are willing to take, based on their view of the
valuation drivers.

Furthermore, I believe that focused and dedicated management teams, similar to
the one which was able to build JLG into a valuable company from 1999 to 2006,
will be able to drive consistent and substantial improvement in operating
performance at JLG. Under the stewardship of the current Oshkosh board, there
have been five different heads of JLG in the last five years. How can a
company develop a long-term growth and profitability strategy with a revolving
door of senior managers, almost none of whom have any real industry
experience?

It is time for shareholders to take control of their own company and remove a
board and management with, in our view, an abysmal track record compounding
years of poor financial and strategic performance with years of stock price
depreciation. We believe that a new board will establish focused and proven
management teams, separate businesses to enhance the stock price and return
value for shareholders. All shareholders who are in favor of the following
actions should tender now to send a strong signal to management and realize
that they can withdraw their shares from the tender at a later date if they
would prefer to remain shareholders and seek to realize the upside benefit.

Very truly yours,

/s/Carl C. Icahn
NOTICE TO INVESTORS

-------------------

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY Carl C. Icahn, WILLIAM M. LASKY,
JOSE MARIA ALAPONT, WILLIAM A. LEIDESDORF, DANIEL A. NINIVAGGI, MARC F.
GUSTAFSON, JAMES COWAN, JAMES L. NELSON, JACK G. WASSERMAN, A.B. KRONGARD,
KEITH COZZA, SUNGHWAN CHO, HUNTER GARY, ICAHN VEHICLES SUB LLC, HIGH RIVER
LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN Partners
LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II L.P., Icahn
Partners Master Fund III L.P., Icahn Enterprises G.P. Inc., Icahn Enterprises
Holdings L.P., IPH GP LLC, Icahn Capital L.P., Icahn Onshore LP, Icahn
Offshore LP, Beckton Corp. AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE
STOCKHOLDERS OF OSHKOSH CORPORATION FOR USE AT ITS 2013 ANNUAL MEETING WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF
PROXY WILL BE MAILED TO STOCKHOLDERS OF OSHKOSH CORPORATION AND WILL ALSO BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN A POTENTIAL
PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE 13D FILED BY MR. ICAHN AND
CERTAIN OF HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE
30, 2011, AS AMENDED.

THIS FILING IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO
SELL SECURITIES. THE OFFER TO BUY SHARES OF OSHKOSH CORPORATION (THE
"COMPANY") COMMON STOCK WAS MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED
MATERIALS THAT IEP VEHICLES SUB LLC, ("OFFEROR"), AN INDIRECTLY WHOLLY OWNED
SUBSIDIARY OF ICAHN ENTERPRISES HOLDINGS LP, AS CO-BIDDER, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") ON OCTOBER 17, 2012. ON
OCTOBER 17, 2012, THE OFFEROR AND CO-BIDDER ALSO FILED A TENDER OFFER
STATEMENT ON SCHEDULE TO WITH THE SEC RELATING TO THE OFFER. THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
OTHER OFFER DOCUMENTS) CONTAIN, AND THE SOLICITATION/RECOMMENDATION STATEMENT
FILED BY THE COMPANY WITH THE SEC ON OCTOBER 26, 2012, CONTAINS, IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE TENDER OFFER. THE TENDER OFFER MATERIALS WERE SENT
FREE OF CHARGE TO ALL STOCKHOLDERS OF THE COMPANY ON OR ABOUT OCTOBER 17,
2012. ALL OF THESE MATERIALS (AND ALL OTHER MATERIALS FILED BY THE OFFEROR OR
THE COMPANY WITH THE SEC) ARE AVAILABLE AT NO CHARGE FROM THE SEC THROUGH ITS
WEBSITE AT WWW.SEC.GOV. INVESTORS AND SECURITY HOLDERS MAY ALSO OBTAIN FREE
COPIES OF THE DOCUMENTS FILED WITH THE SEC BY DIRECTING A REQUEST TO D.F. KING
& CO., INC. BY MAIL TO 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005,
OR BY CALLING TOLL-FREE (800) 347-4750 OR (212) 269-5550.

SOURCE Carl C. Icahn

Contact: Susan Gordon, +1-212-702-4309
 
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