Board Believes Icahn Offer is Inadequate, Significantly
Undervalues Oshkosh and is Not in Shareholders’ Best Interests
Files 14D-9 Recommending Shareholders Not Tender into Icahn’s
Adopts Shareholder Rights Plan
OSHKOSH, Wis.--(BUSINESS WIRE)--Oct. 26, 2012--
Oshkosh Corporation (NYSE: OSK), a leading manufacturer of specialty
vehicles and vehicle bodies, today announced that its Board of
Directors, after consultation with its financial and legal advisors,
unanimously determined that the unsolicited, highly conditional and
opportunistic tender offer from Carl Icahn to acquire any and all
outstanding common shares of Oshkosh for $32.50 per share in cash (the
“Offer”) is inadequate, undervalues the Company and is not in the best
interests of all Oshkosh shareholders. The Board recommends that Oshkosh
shareholders reject Mr. Icahn’s Offer and not tender any of their
shares. The basis for the Board’s decision is set forth in the Schedule
14D-9 being filed by Oshkosh today with the Securities and Exchange
Commission (“SEC”), which will also be mailed to shareholders in the
“Our Board of Directors unanimously concluded that Mr. Icahn’s
unsolicited, inadequate, highly-conditional and opportunistic Offer
significantly undervalues Oshkosh and is not in the best interests of
all Oshkosh shareholders,” said Richard M. Donnelly, chairman of the
Oshkosh Board of Directors. “Furthermore, we believe Mr. Icahn’s Offer
is yet another attempt by Mr. Icahn to enrich himself at the expense of
all other Oshkosh shareholders. We believe Mr. Icahn’s tender offer and
the related proxy contest are tools to advance Mr. Icahn’s self-serving
agenda, and if elected, Mr. Icahn’s director candidates will seek to
deprive all other Oshkosh shareholders of the full value of their
investment by facilitating Mr. Icahn’s inadequate Offer and ill-advised
strategy to spin-off JLG. Your Board encourages shareholders to send a
clear message to Mr. Icahn that you will not allow him to pursue his
self-serving agenda and will not permit him to take control of Oshkosh
for a price significantly below the Company’s value. Tendering into Mr.
Icahn’s Offer would only encourage Mr. Icahn in his opportunistic
attempt to acquire Oshkosh at the inadequate price of $32.50 per share –
a price that even he admitted was below the Company’s value.”
Mr. Donnelly continued, “Our Board and management team are confident
that the continued execution of the Company’s MOVE strategy will deliver
substantially greater value to its shareholders than Mr. Icahn’s highly
contingent Offer. Our MOVE strategy has delivered proven results in
fiscal 2012, and we recently outlined a clear path to continue creating
meaningful value for all shareholders that is substantially greater than
Mr. Icahn’s Offer. We expect the continued execution of our MOVE
strategy will yield stronger results by driving higher incremental
margins and improved cash flows through cost reduction strategies,
prudent capital allocation and global growth. If Mr. Icahn had proposed
an alternative that created greater value than the Company’s current
strategy, the Board would have been open to exploring that alternative.
However, he has failed to do so.”
Charles L. Szews, Oshkosh Corporation chief executive officer, said,
“Mr. Icahn’s Offer does not compensate all shareholders for the
compelling growth we expect to achieve in the market recovery. As
demonstrated by our fiscal 2012 fourth quarter results, we are
delivering on our plan and gaining momentum. We nearly doubled our
fiscal 2012 fourth quarter adjusted income from continuing operations
compared to our fiscal 2011 fourth quarter, and we exceeded the high end
of the range of our most recent expectations for fiscal 2012 adjusted
earnings per diluted share by $0.12. In fact, we significantly beat
consensus earnings estimates for each quarter of fiscal 2012. We are
targeting to approximately double adjusted earnings per share from
continuing operations to $4.00-$4.50 by fiscal 2015 compared to fiscal
2012 expectations and are well on our way to delivering on the
operational objectives necessary to create a powerful, global industrial
company and creating significant value for all Oshkosh shareholders.”
Oshkosh included the following letter to shareholders in its Schedule
14D-9 being filed today:
October 26, 2012
Dear Fellow Shareholders:
On October 17, 2012, Carl Icahn launched an unsolicited, inadequate,
highly conditional and opportunistic tender offer to acquire your shares
of Oshkosh Corporation common stock for $32.50 per share in cash (the
Your Board of Directors has thoroughly reviewed Mr. Icahn’s Offer, in
consultation with the Company’s financial and legal advisors, and
unanimously determined that the Offer is inadequate, undervalues the
Company and is not in the best interests of all Oshkosh shareholders.
Many sell-side research analysts covering the Company have come to the
same conclusion, and Mr. Icahn himself has even stated publicly that the
Company is worth a lot more than his inadequate Offer price. Your Board
is confident that the continued implementation of the Company’s MOVE
strategy is the best way to generate significant value for all Oshkosh
YOUR BOARD URGES YOU NOT TO TENDER YOUR SHARES INTO THE OFFER
Since Mr. Icahn has taken his position in Oshkosh, he has tried to force
a series of ill-considered transactions that would have either destroyed
value or benefited Mr. Icahn rather than all of Oshkosh’s shareholders.
Last year, Mr. Icahn tried to force a merger with Navistar or a
divestiture of JLG. Oshkosh’s management met with him multiple times to
discuss these ideas, and our Board of Directors carefully and
comprehensively considered and explored these ideas, even though Mr.
Icahn provided no support for them. Rather than engage in a proactive
dialogue, Mr. Icahn refused to listen to Oshkosh’s Board and management
team, and instead ran a costly and distracting proxy contest where his
candidates were rejected by Oshkosh’s shareholders.
Icahn’s proposed merger between Navistar and Oshkosh would have been
particularly disastrous for Oshkosh’s shareholders. Navistar’s stock
price has dropped sharply this year, from a 52-week high of $48.18 on
February 3, 2012, to a low of $18.59 on October 25, 2012. Mr. Icahn’s
idea to sell-off JLG at the bottom of a down market was similarly
flawed, especially since JLG’s operating income increased 251% to $229.2
million, or 7.9% of sales, in fiscal 2012, compared to $65.3 million, or
3.2% of sales, in the prior year.
Now Mr. Icahn would like you to sell your shares to him at $32.50 per
share – even though he has stated publicly that the value of Oshkosh is
in excess of that price and the median Wall Street research target price
exceeds this Offer (before adding any takeover premium). Mr. Icahn’s
Offer comes despite the fact that Oshkosh articulated a detailed plan at
its September 14, 2012 Analyst Day that it expects to deliver value to
shareholders well in excess of Mr. Icahn’s Offer.
To further his inadequate Offer, Mr. Icahn has conditioned his Offer
upon the election of his slate of director nominees to the Oshkosh Board
at the 2013 Annual Meeting of Shareholders. He also resurrected his
flawed idea of divesting JLG should he take control of the Board – in
other words, even if you believed his JLG idea creates value, he wants
you to tender your shares to him at a low-ball price with the result
that you would be unable to benefit from such a transaction. But, the
Board has regularly reviewed this idea. It does not add value for
shareholders, and shareholders would lose the significant upside from
the Company’s MOVE strategy. We believe Mr. Icahn’s tender offer and the
related proxy contest are tools to advance Mr. Icahn’s self-serving
agenda, and if elected, Mr. Icahn’s director candidates will seek to
deprive all other Oshkosh shareholders of the full value of their
investment by facilitating Mr. Icahn’s inadequate Offer and ill-advised
strategy to spin-off JLG.
Where Mr. Icahn has offered flawed, contradictory, self-interested and
unproductive proposals, the Oshkosh Board and management team have
outlined a clear strategy and are delivering upon it.
Throughout fiscal 2012, the Company’s MOVE strategy delivered strong
results in an economy that is still recovering from the greatest market
downturn since the Great Depression. In the face of continued headwinds,
Oshkosh management raised fiscal 2012 performance outlook multiple times
during fiscal 2012, as the execution of the MOVE strategy delivered
tangible results, and significantly beat Wall Street consensus estimates
for each quarter of fiscal 2012. Today, we once again
announced strong earnings, with adjusted consolidated operating income
of $110.4 million and adjusted earnings per share (EPS) of $0.65,
compared to adjusted operating income of $87.4 million and adjusted EPS
of $0.50 in the fourth quarter of fiscal 20111 .
We continue to aggressively and realistically reassess our opportunities
and challenges and are excited about the future value available to
Oshkosh and its shareholders.
Mr. Icahn’s Offer is scheduled to expire on December 3, 2012. We outline
below the many reasons why you should reject his inadequate and
opportunistic Offer. Your Board urges you not to tender your shares.
Tendering your shares into the Offer by December 3, 2012 will only
encourage Mr. Icahn in his efforts to continue his ill-informed campaign
and his attempt to acquire your Company at the inadequate price of
$32.50 per share.
Your Board of Directors unanimously recommends that Oshkosh
REJECT MR. ICAHN’S OFFER and NOT TENDER your
shares pursuant to the Offer.
In reaching its recommendation, your Board considered numerous factors,
including, but not limited to:
The Company has outlined a clear and detailed strategy. The Board
believes, and third-party observers have recognized, that continued
execution of the Company’s MOVE strategy will deliver substantially
greater value for shareholders than Mr. Icahn’s highly contingent
Offer. Oshkosh is targeting:
Doubling adjusted earnings per share from continuing operations to
$4.00-$4.50 per share by fiscal 2015 compared to fiscal 2012
expectations, yielding a 23%-30% compound annual growth rate in
earnings per share;2
10% compound annual growth rate in non-defense revenue from fiscal
2012 through fiscal 2015 representing a $220 million operating income
opportunity in its non-defense businesses through fiscal 2015, even in
a modest market recovery;
250 basis points of incremental consolidated operating income margin
by fiscal 2015 compared to fiscal 2011;
$350 million of incremental annual revenue through value innovation
opportunities by fiscal 2015 compared to fiscal 2012; and
Greater than 25% of its revenues from outside of the United States by
fiscal 2015, and 30% by fiscal 2016.
During fiscal 2012, the MOVE strategy delivered results. Oshkosh
management raised fiscal 2012 performance outlook multiple times
during fiscal 2012 as the execution of the MOVE strategy delivered
tangible results and significantly beat Wall Street consensus
estimates for each quarter of fiscal 2012.
In the fourth quarter of fiscal 2012, Oshkosh delivered adjusted
consolidated operating income of $110.4 million and adjusted earnings
per share (EPS) of $0.65, compared to adjusted operating income of
$87.4 million and adjusted EPS of $0.50 in the fourth quarter of
fiscal 2011. Operating income margins improved in all segments in the
fourth quarter of fiscal 2012 compared to the prior year fourth
Access Equipment net sales increased 42.3% to $2.92 billion in fiscal
2012 compared to fiscal 2011. Sales to external customers totaled
$2.79 billion in fiscal 2012, a 43.7% increase compared to fiscal
2011, and operating income margins increased from 3.2% in fiscal 2011
to 7.9% in fiscal 2012.
International sales increased 21% in fiscal 2012 compared to fiscal
2011; Oshkosh announced a contract to produce 750 M-ATVs for the
United Arab Emirates for delivery in fiscal 2013.
The FMTV program was profitable throughout fiscal 2012.
Oshkosh is executing its plan to address lower expected defense
spending and is exiting underperforming non-core businesses, including
its ambulance and mobile medical businesses.
The Company has acquired approximately 500,000 shares since
reinstituting a share repurchase plan in August 2012.
The Company’s solid balance sheet will allow it to be opportunistic as
it evaluates future capital allocation alternatives to enhance
A substantial majority of Wall Street sell-side research analysts
that cover the Company and that have expressed a viewpoint following
the Company’s Analyst Day and/or Mr. Icahn’s Offer have reached the
basic conclusions that they support MOVE and/or believe the Offer
Following the Company’s September 14, 2012 Analyst Day, sell-side
research analysts covering the Company expressed a largely favorable
view of the MOVE strategy, and several increased their valuation
targets (which do not include a control premium) to prices well above
the Offer price. Analysts have stated, among other things, their
The Company’s current valuation is not yet fully reflective of the
earnings potential over the next few years;
The Company’s management has a history of over delivering on its
estimates for the Company’s results;
The Company’s 2013-2015 targets are likely reasonable;
The Company’s cost reduction initiatives and product redesigns should
yield significant margin improvements in coming years; and
The Company’s valuation should reflect multiple expansion as the
Company continues to deliver results under the MOVE strategy.
Following Mr. Icahn’s press release on October 11, 2012, indicating
his intent to commence a tender offer, analysts have raised questions
as to the overall credibility of the Offer, as well as its inadequate
value versus the analysts’ standalone valuation estimates (which do
not include a control premium). Numerous analysts have stated that
The Offer undervalues the Company;
The MOVE strategy is a strong path forward for building value for the
The Company’s projections represent a growth story that would result
in a significantly higher valuation than the Offer;
The Offer does not fully consider the Company’s future free cash flow
The MOVE strategy is the Company’s best alternative for shareholders;
Shareholders should not sell into the Offer.
Your Board and management team have the right experience and a
deeper understanding of the Company and its markets, and are far more
capable than Mr. Icahn of leading the Company forward, evaluating and
pursuing strategic alternatives and delivering value to all Oshkosh
Mr. Icahn has promoted misguided ideas for the Company in the past,
including a merger with Navistar and a sale of JLG, highlighting his
lack of understanding of the Company and the industry in which it
operates, as well as his promotion of his own interests over the
interests of other shareholders. Pursuing either course would have
been a mistake – even disastrous – for the Company.
Navistar’s stock price dropped sharply this year, from a 52-week high
of $48.18 on February 3, 2012, to a low of $18.59 on October 25, 2012.
JLG’s operating income increased 251% to $229.2 million, or 7.9% of
sales, in fiscal 2012 compared to $65.3 million, or 3.2% of sales, in
the prior year.
Now, Mr. Icahn is promoting another misguided idea by asking
shareholders to tender their shares to him at a low-ball price that
even he believes – and stated publicly on the date he announced his
Offer – undervalues the Company.
Mr. Icahn is also resurrecting his misguided ideas for JLG. Last year,
the Company discussed with its shareholders how the Board carefully
analyzed alternatives for JLG and concluded they did not create value
for the Company’s shareholders, and the Board believes this conclusion
has been proven correct. The Board’s conclusion has not changed this
year following multiple further reviews of JLG alternatives.
Your Board has extensive experience leading M&A and
divestiture/spin-off transactions, direct experience with the U.S.
Department of Defense, policy expertise, CEO and CFO experience and
operational leadership. Twelve of the thirteen Oshkosh directors are
independent, including a non-executive, independent Chairman, and
furthermore, five of Oshkosh’s independent directors joined the Board
since October 2010, with three new directors added in the past 18
months, providing a fresh perspective.
If a strategic opportunity, including a sale of the Company, were to
be pursued, the Company’s Board and management are far more capable of
guiding the Company through such a process than Mr. Icahn.
The Board has always taken its fiduciary duties to shareholders very
seriously and would discharge those duties properly in the context of
analyzing any third-party proposal with respect to the Company. If Mr.
Icahn had proposed an alternative that created greater value than the
Company’s current strategy, the Board would have been open to
exploring that alternative. However, he has failed to do so.
The identity and track record of Mr. Icahn, as well as the lengthy
list of substantial conditions to his Offer – including a condition
that Mr. Icahn’s full slate of nominees to the Board be elected at the
2013 annual meeting of shareholders – create significant uncertainty
and risk and give Mr. Icahn wide latitude not to consummate his Offer.
Mr. Icahn has an extremely poor track record with respect to similar
situations. According to publicly available data, since 2000,
affiliates of Mr. Icahn made public proposals to acquire all, or a
substantial portion of, at least 16 other public companies that were
not in bankruptcy proceedings at the time, and launched a tender offer
in respect of seven of these companies. Mr. Icahn and his affiliates
failed to consummate all but one of these acquisition attempts.
Mr. Icahn’s Offer contains a long list of conditions, including a
condition that all of Mr. Icahn’s nominees to the Board be elected at
the Oshkosh 2013 Annual Meeting of Shareholders.
According to the Schedule TO filed by Mr. Icahn, all of the conditions
to his Offer are for the sole benefit of Mr. Icahn. The Schedule TO
claims that Mr. Icahn may assert that a condition has not been
satisfied – even if the failure of such condition to be satisfied was
caused by his action or inaction – and such determination will not be
subject to challenge.
Your Board encourages shareholders to send a clear message to Mr. Icahn
that you will not allow him to pursue his self-serving agenda and will
not permit him to take control of Oshkosh for a price significantly
below the Company’s value. Tendering into Mr. Icahn’s Offer would only
encourage Mr. Icahn in his opportunistic attempt to acquire Oshkosh at
the inadequate price of $32.50 per share – a price that even he admitted
was below the Company’s value.
The enclosed Schedule 14D-9 contains a complete discussion of these and
other significant factors contributing to your Board’s recommendation.
For the reasons described above and in the enclosed Schedule 14D-9, your
Board of Directors unanimously recommends that you REJECT MR. ICAHN’S
OFFER and NOT TENDER your shares pursuant to the Offer.
We urge you to read the Schedule 14D-9 carefully and in its entirety so
you will be fully informed as to your Board’s recommendation. If you
have questions concerning the Oshkosh Schedule 14D-9 or need additional
copies of the Company’s publicly filed materials, please contact our
proxy solicitor, Innisfree M&A Incorporated, at (877) 750-9499 (Toll
We appreciate your continued support as we work to protect your
investment and create value for all Oshkosh shareholders.
Richard M. Donnelly
Chairman of the Board
Charles L. Szews
Chief Executive Officer
Board Adopts Shareholder Rights Plan
Oshkosh also announced that its Board of Directors has adopted a
shareholder rights plan (the “Rights Plan”) and declared a dividend of
one right on each outstanding share of the Company’s common stock.
The Rights Plan is intended to enable all shareholders to realize the
long-term value of their investment in the Company and to protect them
from unfair or coercive takeover tactics. The Rights Plan is intended to
deter such tactics and provide the Board of Directors of the Company
with sufficient time to consider any and all alternatives to such
tactics and does not prevent the Board from considering or accepting an
offer for the Company if the Board believes such action is fair,
advisable and in the best interests of the Company’s shareholders. The
Board of Directors of the Company deemed the adoption of the Rights Plan
in the best interests of the Company and its shareholders.
Pursuant to the Rights Plan, the Company is issuing one preferred stock
purchase right for each share of common stock outstanding at the close
of business on November 5, 2012. Initially, these rights will not be
exercisable and will trade with the shares of the Company’s common stock.
Under the Rights Plan, the rights generally will become exercisable only
if a person or group acquires beneficial ownership of 10 percent or more
of the Company’s common stock (or in the case of a passive investor or
group reporting beneficial ownership on Schedule 13G, 15 percent or
more), including in the form of synthetic ownership through derivative
positions, in a transaction not approved by the Board of Directors of
the Company. In that situation, each holder of a right (other than the
acquiring person, whose rights will become void and will not be
exercisable) will be entitled to purchase, at the then-current exercise
price, additional shares of common stock having a value of twice the
exercise price of the right. In addition, if the Company is acquired in
a merger or other business combination after an unapproved party
acquires more than 10 percent of the Company’s common stock (or 15
percent or more for a person or group reporting beneficial ownership on
Schedule 13G), each holder of the right would then be entitled to
purchase, at the then-current exercise price, shares of the acquiring
company’s stock having a value of twice the exercise price of the right.
Alternatively, when the Rights become exercisable (and prior to the
acquisition by a person or group of 50 percent or more of the Company’s
common stock), the Board of Directors may authorize the issuance of one
share of Oshkosh Common Stock in exchange for each Right that is then
The Rights Plan exempts any person or group owning 10 percent or more of
the Company’s common stock (or 15 percent for a person or group
reporting beneficial ownership on Schedule 13G) as of the announcement
of the Rights Plan. However, the rights also will be exercisable if a
person or group that already owns 10 percent or more of the Company’s
common stock (or 15 percent for a person or group reporting beneficial
ownership on Schedule 13G) acquires additional shares representing 1
percent or more of the Company’s outstanding shares (including through
derivatives, but other than pursuant to a dividend or distribution paid
or made by the Company or pursuant to a stock split or reclassification).
The Company’s Board of Directors may redeem the rights for a nominal
amount at any time until the tenth business day following the first
public announcement of the acquisition of beneficial ownership of 10
percent (or 15 percent by a person or group reporting beneficial
ownership on Schedule 13G) of the Company’s common stock (or of
additional shares by a person or group owning 10 percent or 15 percent,
as applicable, or more of the Company’s common stock as of the
announcement of the Rights Plan). The Rights Plan will have a term of
one year, unless such date is extended or the Rights are earlier
redeemed, exchanged or terminated.
The Schedule 14D-9 filing and related materials being filed by Oshkosh
today will be mailed to shareholders in the near future and, along with
the Rights Plan, will also be available on the SEC website, www.sec.gov,
and on the Company’s website, www.oshkoshcorporation.com.
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®, 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.
This press release includes forward-looking statements. To the extent
this press release constitutes proxy solicitation material to which the
Private Securities Litigation Reform Act of 1995 (the “PSLRA”) applies),
the Company believes such statements to be “forward looking” within the
meaning of the PSLRA. All statements other than statements of historical
fact, including, without limitation, statements regarding the Company’s
future financial position, business strategy, targets, projected sales,
costs, earnings, capital expenditures, debt levels and cash flows, plans
and objectives of management for future operations, the value
shareholders would receive under the terms of the Offer and the
likelihood the Offer will be consummated, are forward-looking
statements. When used in this press release, words such as “may,”
“will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,”
“should,” “project” or “plan” or the negative thereof or variations
thereon or similar terminology are generally intended to identify
forward-looking statements. These forward-looking statements are not
guarantees of future performance and are subject to risks,
uncertainties, assumptions and other factors, some of which are beyond
the Company’s control, which could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements. Investors are, therefore, cautioned not to place undue
reliance on any forward-looking statement. Any forward-looking statement
speaks only as of the date of this press release, and, except as
required by law, the Company does not undertake to update any
forward-looking statements to reflect new information, events or
Some important factors that could cause the Company’s actual results to
differ from the Company’s expectations in these forward-looking
statements include: the cyclical nature of the Company’s access
equipment, commercial and fire & emergency markets, especially in the
current environment where there are conflicting signs regarding the
future global economic outlook; the expected level and timing of the
U.S. Department of Defense (“DoD”) procurement of products and services
and funding thereof; risks related to reductions in government
expenditures in light of U.S. defense budget pressures and an uncertain
DoD tactical wheeled vehicle strategy; the ability to increase prices to
raise margins or offset higher input costs; increasing commodity and
other raw material costs, particularly in a sustained economic recovery;
risks related to the Company’s exit from its ambulance business,
including the amounts of related costs and charges; risks related to
facilities consolidation and alignment, including the amounts of related
costs and charges and that anticipated cost savings may not be achieved;
the duration of the ongoing global economic weakness, which could lead
to additional impairment charges related to many of the Company’s
intangible assets and/or a slower recovery in the Company’s cyclical
businesses than Company or equity market expectations; the potential for
the U.S. government to competitively bid the Company’s Army and Marine
Corps contracts; risks related to the collectability of receivables,
particularly for those businesses with exposure to construction markets;
the cost of any warranty campaigns related to the Company’s products;
risks related to production or shipment delays arising from quality or
production issues; risks associated with international operations and
sales, including foreign currency fluctuations and compliance with the
Foreign Corrupt Practices Act; risks related to actions of activist
shareholders, including the amount of related costs; the Company’s
ability to successfully execute on its strategic road map and meet its
long-term financial goals; risks and uncertainties associated with the
Offer, the outcome of any litigation related to the Offer or any other
offer or proposal, and the Board’s recommendation to the shareholders
concerning the Offer or any other offer or proposal.
The foregoing list sets forth many, but not all, of the factors that
could cause actual results to differ from the Company’s expectations in
any forward-looking statement. Investors should consider this cautionary
statement, as well as the risk factors identified in the Company’s
periodic and current reports filed with the SEC, when evaluating the
Company’s forward-looking statements.
IMPORTANT INFORMATION FOR INVESTORS AND
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. In response to the tender offer for
the shares of the Company commenced by IEP Vehicles Sub LLC and Icahn
Enterprises Holdings L.P., the Company has filed 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 THE SOLICITATION / RECOMMENDATION STATEMENT
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
shareholders may obtain a copy of these documents free of charge at the
SEC’s website at www.sec.gov.
These materials are also available without charge on the Company’s
website at www.oshkoshcorporation.com.
In addition, copies of these materials may be requested from the
Company’s information agent, Innisfree M&A Incorporated, toll-free at
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 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 percent 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.
1 Non-GAAP results. See “Non-GAAP Financial Measures” in the
enclosed Schedule 14D-9 for reconciliation to GAAP results.
2 Compared to fiscal 2012 estimates provided by management at
the Company’s September 14, 2012 Analyst Day.
Source: Oshkosh Corporation
John Daggett, Oshkosh
Dan Katcher / Matt Sherman /
Joele Frank, Wilkinson Brimmer Katcher
Patrick Davidson, Oshkosh
President, Investor Relations