This morning, billionaire Carl C. Icahn announced that he has initiated a bid to purchase WCI Communities, Inc. The announcement has been widely reported by news agencies including Forbes, and Reuters. According to businessweek.com, the terms are as follows:
The offer by High River LP and entities managed by Icahn Management LP is not subject to any minimum condition, due diligence or financing. The purchase price represents a 16 percent premium to the stock's Monday closing price.Also,
Closing is subject to conditions including redemption of the company's recently adopted "poison pill," which is designed to ward off hostile takeovers.
If the current board tries to block the conditions from being satisified, Icahn said he plans to leave the bid open and have his proposed board nominees, if elected, satisfy the conditions so that the offer can be completed.Some Background on Mr. Carl C. Icahn:
In an August 17, 2005 article in the Washington Post, reporter Steven Pearlstein, wrote a feature article (Icahn's Short Vision Doesn't Fit Time Warner's Long-Term Needs) on Mr. Icahn. The article begins as follows:
Normally, when investors don't think a company is well run, they sell its shares
and buy something else. And then there's Carl Icahn, whose instinct when he sees a badly run company is to buy a big position, try to force its management to do whatever it takes to quickly boost the stock price and then sell out.
Back in the 1980s and '90s, Icahn was called a greenmailer, a corporate raider, a vulture capitalist. His targets included Texaco, U.S. Steel, TWA, Pan Am and RJR Nabisco, and while some of his efforts were spectacular failures, enough were successful that he became a billionaire several times over.
Whatever you think of Icahn and other such corporate buccaneers, having a few of them around has helped keep corporate managers and directors on their toes, lest they become the next target. Which is why, in the post-Enron era, Icahn has embarked on a not-wholly-convincing effort to rebrand himself as a "shareholder activist" dedicated to improving corporate governance even as he enhances the efficiency of capital markets.
Now, after raising at least $2 billion for his own "activist" hedge fund and forming alliances with several others, the 69-year-old Icahn is back. He has already humiliated Blockbuster in a proxy fight by knocking its chief executive off the board of directors. He has forced the energy firm Kerr-McGee to curtail exploration and sell its North Sea assets while browbeating Mylan Laboratories into scrubbing its purchase of King Pharmaceuticals. And he has demanded that Siebel Systems distribute its $2 billion stash of cash to shareholders.
In all of these recent cases, Icahn chose companies that had recently made mistakes or whose stock prices had either declined or languished. But it is also true that, in every case, managers and directors had been actively engaged in trying to put things right, either with new strategies, new management or both. Icahn's arrival on the scene looks more like a story of piling on, or kicking a company when it is down, than it does one of no-nonsense investor exposing inept managers who ignore shareholders and sit on their duffs.
Icahn's basic strategy for these companies is pretty simple -- and simple-minded: Stop investing in new products, new markets or acquisitions, sell off what you can and send as much cash as possible back to shareholders in the form of dividends and stock buybacks.
However, one article does not paint a full picture. To be fair, Mr. Icahn does fund a charter school in the Bronx, New York and has a family foundation based in Princeton, New Jersey.
In Other WCI News:
Last evening, the Associated Press released a story about green building technology and the future demand for such buildings. The story goes on to say that many home construction companies are behind the curve with respect to designing and construction green buildings. However, the article does state the following:
Among the early adopters are two smaller homebuilders, Los Angeles-based Pardee Homes and Florida-based WCI Communities Inc. While they are much smaller than homebuilders like Hovnanian, KB Home and others, they also build mainly where consumers have been more receptive to green building practices.
The full article can be viewed here on the MSNBC website.