Icahn Asks Oshkosh Shareholders to Replace Board

Carl Icahn has asked Oshkosh Corp.'s (OSK) shareholders to sell their shares to him or vote for his slate of directors to replace the existing board.

With a 9.5% stake in Oshkosh, according to FactSet, Mr. Icahn is the company's largest shareholder.

Earlier this month, Mr. Icahn offered to buy the rest of Oshkosh in a deal that values the heavy-duty vehicle maker at about $3 billion and said he intended to nominate a slate of candidates to its board.

In an open letter in which the activist investor said he has lost confidence in the company's management team, Mr. Icahn offered shareholders a per-share price of $32.50.

Last year, Mr. Icahn launched a proxy fight against Oshkosh and said management should admit it made a mistake when it bought JLG Industries, a business that sells construction-access equipment such as lifts and booms, for $3.2 billion in 2006. JLG's sales plunged nearly 70% when the U.S. construction sector collapsed during the economic recession, and Mr. Icahn argued it should be sold. He lost a shareholder vote in January.

He said in the 12 months prior to his update regarding a spinoff of JLG, and subsequent tender for the shares at $32.50, Oshkosh's stock traded at an average of $21.15 per year.

"The decline in share price over this five-year period represents the clearest indication to us that the management of OSK has failed, and that the company will not succeed without a new management team and a drastically different strategy," he said.

He noted that shareholders "can win by voting for our slate of directors in our proxy fight to replace the existing board, and implementing a shareholder friendly business strategy--the cornerstone of which is the spinoff of JLG."

Mr. Icahn said the director nominees will be released before this week's deadline, and that William Lasky, the former chairman and chief executive of JLG, "will be joining our slate of nominees and assisting us in developing an independent strategy to maximize the value of JLG."

Chief Executive Charles L. Szews "has been telling shareholders for years that better times are right around the corner and that he has the right people in place to succeed," Mr. Icahn said. "Yet every year the recovery for OSK is one more year away."

Mr. Icahn is well-known for targeting companies he views as undervalued and aggressively seeking changes, such as new management or board representation. In recent months, he launched similar tenders for Clorox Co. (CLX) and Commercial Metals Co. (CMC) that failed to gain traction.

In July, Oshkosh reported its fiscal third-quarter earnings rose 11% as the specialty-truck maker posted higher revenue and strength in its access-equipment segment, though defense sales decreased.

Shares of Oshkosh closed at $29.64 Friday and were inactive in recent premarket trading. The stock is up 49% in the past 12 months.

Write to Saabira Chaudhuri at [e-mail]

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