Federal-Mogul Enters Into Merger Agreement With Icahn Enterprises

Federal-Mogul Holdings Corp. and Icahn Enterprises L.P. announced Sept. 6 that Federal-Mogul had entered into an agreement and plan of merger with a subsidiary of Icahn Enterprises, Federal-Mogul’s majority shareholder, in which Icahn Enterprises will offer to purchase all of the outstanding shares of Federal-Mogul common stock not owned by Icahn Enterprises or its affiliates, in an all-cash transaction for $9.25 per share.

The all-cash offer represents a premium of 86 percent above Federal-Mogul’s closing share price of $4.98 on Feb. 26, 2016, the business day prior to Icahn Enterprises’ original proposal of $7 per share. The merger agreement has been unanimously approved by the boards of directors of both companies, the audit committee of Icahn Enterprises and the special committee of independent directors previously established by Federal-Mogul’s Board of Directors to review and evaluate Icahn Enterprises’ proposal. The transaction is structured as a tender offer followed by a merger.

Federal-Mogul’s Board of Directors, upon the unanimous recommendation of the special committee of independent directors, has unanimously recommended that Federal-Mogul stockholders (other than Icahn Enterprises and its affiliates) accept the offer and tender their shares.