Federal-Mogul has entered into an Agreement and Plan of Merger with a subsidiary of Icahn Enterprises, the supplier’s majority shareholder.
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.
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The offer represents a premium of 86% above Federal-Mogul’s closing share price of US$4.98 on 26 February this year, the business day prior to Icahn Enterprises’ original proposal of US$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, on the recommendation of the special committee of independent directors, has unanimously recommended Federal-Mogul stockholders (other than Icahn Enterprises and its affiliates) accept the offer and tender their shares.
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By GlobalDataUpon completion, Federal-Mogul will be an indirect wholly-owned subsidiary of Icahn Enterprises.
If the transaction is completed, Federal-Mogul will become a privately held company and its common shares will no longer be listed on the NASDAQ or any public market.
