ICAHN RESPONDS TO STATEMENT BY BILL ACKMAN

(The following is a reformatted version of a press release
issued by Carl C. Icahn and received via e-mail. The release was
confirmed by the sender.) 
ICAHN RESPONDS TO STATEMENT BY BILL ACKMAN 
New York, New York, January 25, 2013 - Carl C. Icahn today
released the following statement in response to yesterday’s
press release issued by Bill Ackman: 
“In 2003 I helped Bill Ackman out of a jam he was in with a fund
called Gotham Partners, by buying Gotham’s stake in a company
called Hallwood Partners. 
In our stock purchase agreement with Gotham they were entitled
to an earnout equal to 50% of our profit on the Hallwood shares
if we “sold or otherwise transferred” those shares. This was to
protect Bill from looking bad to his investors if we went out
and flipped the stock to someone else. 
We never sold or transferred the Hallwood shares. Instead
Hallwood was acquired in a merger transaction that we voted
against. 
We did not believe that the agreement covered such a situation,
based on cases in a number of states, and it was very clear from
my negotiations with Bill that that he was not to be paid under
these circumstances. However Bill sued and was able to convince
New York courts not to follow the law in other states. 
But I know, and I am positive that Bill also knows, that it was
never our deal that we should pay Gotham in a situation like
this. And if my written agreement was as clear as my
negotiations with Bill Ackman we would not have had to pay him. 
To get the record straight, I never asked Ackman to be my
friend. Quite to the contrary, Ackman has stated to me on more
than one occasion that it’s a shame we are not friends because
then he could have invested with me. But, even if we were
friends, I would never have invested with him because I believe
he takes inordinate risks. HLF I believe proves this point. As
it has been pointed out HLF can turn out to be “the mother of
all short squeezes”. Selling short 20% of the shares of a
company such as HLF with limited partners’ money that can be
withdrawn, in my opinion, leaves much to be questioned. 
Bill Ackman has recently stated “Carl Icahn is a great
investor.” I thank him but unfortunately I cannot return the
compliment.” 
Contact: Susan Gordon, (212) 702-4309 
(sgp) NY 
#<278855.14078.3.4.0.0.76>#
 
 
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