Wednesday, December 19, 2012

ARI to Greenbrier: $22, take it or leave it

Written by  Luther S. Miller, Senior Consulting Editor
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American Railcar Industries late Wednesday disclosed that it had raised
 its offer for railcar builder Greenbrier from $20 to $22 a share.

In an “open letter” letter to William A. Furman, president and CEO of the 
Greenbrier Companies, Daniel A. Ninivaggi, president and CEO of Icahn Enterprises LLP, ARI’s principal owner (pictured), said:

 “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,” Ninivaggi said. “We will hold our proposal open until 2:00 p.m. (New
York City time) on Friday, Dec. 21. 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.”