OSHKOSH, Wis.--(BUSINESS WIRE)--Oct. 11, 2012--
Oshkosh Corporation (NYSE: OSK), a leading manufacturer of specialty
vehicles and vehicle bodies, today issued the following response
regarding Carl Icahn’s stated intention to commence a tender offer for
“any and all” of the outstanding common shares of Oshkosh at $32.50 per
share in cash and to nominate directors to the Oshkosh Board of
Directors at the Company’s 2013 Annual Meeting. Oshkosh noted that at
Oshkosh’s 2012 Annual Meeting, Mr. Icahn was unsuccessful in his attempt
to elect any of his six director nominees to the Oshkosh Board of
Oshkosh’s Board of Directors, in consultation with its financial and
legal advisers, will advise shareholders of its position regarding the
unsolicited tender offer within 10 business days from the date of
commencement by making available to shareholders and filing with the
Securities and Exchange Commission a Solicitation/Recommendation
Statement on Schedule 14D-9. Oshkosh shareholders are advised to take no
action at this time pending a review of the unsolicited tender offer by
the Oshkosh Board.
Goldman, Sachs & Co. is serving as financial advisor and Skadden, Arps,
Slate, Meagher & Flom LLP and Foley & Lardner LLP are serving as legal
advisors to the Company.
About Oshkosh Corporation
Oshkosh Corporation is a leading designer, manufacturer and marketer of
a broad range of specialty access equipment, commercial, fire &
emergency and military vehicles and vehicle bodies. Oshkosh Corporation
manufactures, distributes and services products under the brands of
Oshkosh®, JLG®, Pierce®, McNeilus®,
Jerr-Dan®, Oshkosh Specialty Vehicles, Frontline™,
CON-E-CO®, London® and IMT®. Oshkosh
products are valued worldwide in businesses where high quality, superior
performance, rugged reliability and long-term value are paramount. For
more information, log on to www.oshkoshcorporation.com.
®, TM All brand names referred to in this news release are
trademarks of Oshkosh Corporation or its subsidiary companies.
IMPORTANT INFORMATION FOR INVESTORS AND
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. No tender offer for the shares of
Oshkosh has commenced at this time. If a tender offer is commenced, the
Company will file a solicitation/ recommendation statement on Schedule
14D-9 with the U.S. Securities and Exchange Commission (“SEC”).
INVESTORS AND SHAREHOLDERS OF OSHKOSH ARE URGED TO READ THESE AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY (IF AND WHEN
THEY BECOME AVAILABLE) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and shareholders may obtain a free copy of these documents
(when they are filed and become available) free of charge at the SEC’s
website at www.sec.gov.
The Company also will provide a copy of these materials without charge
on its website at www.oshkoshcorporation.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company, its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of
proxies from shareholders in connection with the Company’s 2013 Annual
Meeting of Shareholders (the “2013 Annual Meeting”). The Company plans
to file a proxy statement with the Securities and Exchange Commission
(the “SEC”) in connection with the solicitation of proxies for the 2013
Annual Meeting (the “2013 Proxy Statement”). SHAREHOLDERS ARE URGED TO
READ THE 2013 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Additional information regarding the identity of
these potential participants, none of whom owns in excess of 1% of the
Company’s common stock, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the 2013 Proxy
Statement and other materials to be filed with the SEC in connection
with the 2013 Annual Meeting. This information can also be found in the
Company’s Annual Report on Form 10-K for the year ended September 30,
2011, filed with the SEC on November 16, 2011, and in the Company’s
definitive proxy statement for its 2012 Annual Meeting of Shareholders
(the “2012 Proxy Statement”), filed with the SEC on December 12, 2011.
To the extent holdings of the Company’s securities have changed since
the amounts printed in the 2012 Proxy Statement, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC.
Shareholders will be able to obtain, free of charge, copies of the 2013
Proxy Statement and any other documents (including the WHITE proxy card)
filed by the Company with the SEC in connection with the 2013 Annual
Meeting at the SEC’s website (http://www.sec.gov),
at the Company’s website (http://www.oshkoshcorporation.com)
or by writing to Ms. Margaret Wacholtz, Oshkosh Corporation, P.O. Box
2566, Oshkosh, Wisconsin, 54903-2566. In addition, copies of the proxy
materials, when available, may be requested from the Company’s proxy
solicitor, Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor,
New York, NY 10022 or toll-free at (877) 750-9499.
Source: Oshkosh Corporation
John Daggett, 920-233-9247
Joele Frank, Wilkinson Brimmer
Dan Katcher / Matt Sherman / Nick Lamplough
Patrick Davidson, 920-966-5939
President, Investor Relations