American Railcar Industries, Inc. Issues Open Letter to The Greenbrier Companies, Inc.

American Railcar Industries, Inc. Issues Open Letter to The Greenbrier
Companies, Inc.

ST. CHARLES, Mo., Dec. 19, 2012 (GLOBE NEWSWIRE) -- American Railcar
Industries, Inc. (ARI) today issued the following open letter to Mr. William
A. Furman, President and Chief Executive Officer, of The Greenbrier Companies,
Inc.:

December 19, 2012
William A. Furman
President and Chief Executive Officer
The Greenbrier Companies, Inc.
One Centerpointe Drive
Lake Oswego, Oregon 97035

Dear Bill:

I am writing on behalf of the Board of Directors of American Railcar
Industries, Inc. and its Chairman, Carl C. Icahn.

We are very confused regarding the press release Greenbrier issued yesterday
in response to American Railcar's offer to acquire Greenbrier for $20 per
share in a negotiated transaction. As you know, our representatives have had
friendly and constructive discussions with you and your team during the past
few weeks regarding strategic opportunities involving American Railcar and
Greenbrier. Last weekend, your investment banker contacted me and encouraged
American Railcar to make an offer to acquire Greenbrier. He stated that the
Greenbrier Board would seriously entertain an offer of between $20 and $22 per
share, and there was substantial support on the Greenbrier Board for a
transaction in that price range. As a result, shortly thereafter, American
Railcar made an initial offer of $20 per share, payable in cash, in a
negotiated transaction. I personally read the language of the offer and our
required legal disclosure to your investment banker and asked that it be
communicated to Greenbrier management and to you (Bill Furman) personally
before it was publicly disseminated. I was assured by your banker that it had
been. We would never have made the offer had we not believed that we had your
support and the support of a substantial number of directors for a transaction
in the price range we discussed. That is why we are extremely perplexed by
your press release. It is completely inconsistent with what we were led to
believe by your investment banker.

We also strongly disagree with your assertion that American Railcar's $20 per
share offer "grossly undervalues" Greenbrier. On the day prior to the
disclosure of American Railcar's ownership interest in Greenbrier, the
company's stock closed at $13.95 per share. Moreover in the company's last
earnings release, you disclosed that fiscal 2013 railcar deliveries are
forecasted to decline by 13% to 23% from 2012 levels and Greenbrier's stock
price declined by 23% during the days following the release. But even if you
believe that American Railcar's $20 per share offer is inadequate, why would
your representative encourage us to make the offer in the first place?
Moreover, why would you respond to our offer by issuing a press release rather
than engaging in good faith negotiations, particularly since we have
repeatedly indicated that we would only pursue a friendly, negotiated
transaction?

At this stage, to avoid further confusion, we would like to make several
things perfectly clear. As you know from our prior discussions, American
Railcar's Board has no interest in selling our company to Greenbrier at a
"modest premium" to its market value, as you alluded to in your recent press
release. However, American Railcar is willing to acquire Greenbrier at a price
of $22 per share, payable in cash, in a negotiated transaction. The offer
price represents a 57% premium to the closing price of Greenbrier's stock on
the day before American Railcar disclosed its ownership interest in the
company and a 46% premium to the volume weighted average price of Greenbrier
stock during the 30 trading day period prior to such date.American Railcar's
offer represents full value for Greenbrier and will not be increased under any
circumstances.

We have spent the past several weeks discussing strategic opportunities
involving American Railcar and Greenbrier, and it is time that we bring this
process to a conclusion. We will hold our proposal open until 2:00 p.m. (New
York City time) on Friday, December 21^st. If by such time Greenbrier's Board
provides notice to us that it wishes to proceed with a transaction at $22 per
share, American Railcar will initiate its due diligence immediately and
concurrently commence negotiations on a definitive merger agreement. If
Greenbrier's Board does not wish to proceed on this basis, we will move on to
other endeavors and abandon any efforts to complete a transaction. All we ask
for is a "yes" or "no" answer. We do not wish to have a counter-offer.

We look forward to your response. In the meantime, please feel free to call me
with any questions or to discuss this matter further.

Sincerely,

Daniel A. Ninivaggi
President & CEO
Icahn Enterprises L.P.

About ARI

ARI is a leading North American designer and manufacturer of hopper and tank
railcars. ARI leases railcars manufactured by the Company to certain markets.
In addition, ARI repairs and refurbishes railcars, provides fleet management
services and designs and manufactures certain railcar and industrial
components. ARI provides its railcar customers with integrated solutions
through a comprehensive set of high quality products and related services.

Forward Looking Statement Disclaimer

This press release contains statements relating to ARI's expected financial
performance and/or future business prospects, events and plans that are
"forward-looking statements" as defined under the Private Securities
Litigation Reform Act of 1995. Forward-looking statements represent the
Company's estimates and assumptions only as of the date of this press release
and are subject to known and unknown risks and uncertainties that could cause
actual results to differ materially from the results described in or
anticipated by ARI's forward-looking statements.Other potential risks and
uncertainties relating to the Company and its business are described in the
Company's filings with the Securities and Exchange Commission. ARI expressly
disclaims any duty to provide updates to any forward-looking statements made
in this press release, whether as a result of new information, future events
or otherwise. More information about American Railcar Industries, Inc. is
available on its website at www.americanrailcar.com.

CONTACT: Dale C. Davies
         Michael Obertop
         PHONE: 636.940.6000
 
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