OSHKOSH, Wis.--(BUSINESS WIRE)--Oct. 29, 2012--
Oshkosh Corporation (NYSE:OSK), a leading manufacturer of specialty
vehicles and vehicle bodies, today acknowledged that certain funds
affiliated with Carl Icahn have submitted to the Company a notice of
intent to nominate a slate of candidates to replace the entire Oshkosh
Board of Directors at the Company’s 2013 Annual Meeting of Shareholders.
The Company noted that Mr. Icahn’s unsolicited tender offer to acquire
any and all outstanding shares of Oshkosh is conditioned on Mr. Icahn’s
slate of nominees being elected to the Oshkosh Board in its entirety,
and that his slate is a vehicle to carry out his self-serving agenda.
Oshkosh issued the following statement:
Oshkosh believes that shareholders should be aware that Mr. Icahn
selected a slate of friends, employees and affiliates so that they are
focused on serving only one agenda – Carl Icahn’s – particularly since
most of them either are dependent on Mr. Icahn for their livelihood or
have fiduciary duties to Icahn Enterprises or its affiliates. Notably,
12 of his 13 intended nominees are employees or affiliates of
Icahn-controlled entities or are repeat nominees of Mr. Icahn from
previous Icahn-led proxy fights, and four are from Mr. Icahn’s slate
that Oshkosh shareholders rejected at the Company’s 2012 Annual Meeting.
The Company will review the nomination notice and will provide
shareholders with proxy materials, including a WHITE proxy card, in
connection with the 2013 Annual Meeting of Shareholders in due course.
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.
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.
Source: Oshkosh Corporation
John Daggett, Vice President,
Dan Katcher / Matt Sherman /
Joele Frank, Wilkinson Brimmer Katcher
Patrick Davidson, Vice President,
Investor Relations, 920-966-5939