NEW YORK, Jan. 19, 2017
/PRNewswire/ -- Icahn Enterprises L.P. (NASDAQ: IEP) ("Icahn
Enterprises") announced today the results of the tender offer (the
"Offer"), through its indirect wholly owned subsidiary, IEH FM
Holdings LLC ("IEH"), to purchase all of the outstanding shares of
common stock (the "Shares") of Federal-Mogul Holdings Corporation
(NASDAQ: FDML) ("Federal-Mogul") not already owned by IEH or its
affiliates for $10.00 per Share, net
to the seller in cash, without interest and less required
withholding taxes.
The Offer expired at 12:00 midnight, New York City time, on January 18, 2017 (one minute after 11:59 P.M., New York
City time, on January 18,
2017), as scheduled and was not extended. The depositary and
paying agent for the Offer has informed Icahn Enterprises and
Federal-Mogul that, as of the expiration of the Offer, a total of
17,615,621 Shares were tendered and not properly withdrawn in the
Offer, representing approximately 58.0% of Federal-Mogul's
currently outstanding Shares not already owned by Icahn
Enterprises, IEH, American Entertainment Properties Corp.
("Parent"), Federal-Mogul or any of their respective affiliates
(the "Affiliated Shareholders"), and together with the Shares
already owned by the Affiliated Shareholders, approximately 92.4%
of the outstanding Shares. Icahn Enterprises will accept for
payment all validly tendered Shares that were not properly
withdrawn and pay for such Shares promptly in accordance with the
terms of the Offer.
The completion of the Offer is the first step in Icahn
Enterprises' two-step acquisition of Federal-Mogul pursuant to the
previously announced merger agreement among IEH, Parent and
Federal-Mogul. Icahn Enterprises intends to complete the second and
final step of the acquisition, a short-form merger under
Delaware law, as promptly as
practicable. In the short-form merger, IEH will merge with and into
Federal-Mogul and each share of Federal-Mogul common stock not
tendered in the Offer, other than those at to which holders
exercise appraisal rights under Delaware law and those held by the Affiliated
Shareholders, will be converted into the right to receive
$10.00 per Share in cash, without
interest and less any applicable tax withholding. This is the
same price per Share paid in the Offer. Following the merger,
Federal Mogul's common stock will cease to be traded on the NASDAQ
Global Select Market.
About Icahn Enterprises L.P.
Icahn Enterprises L.P. (NASDAQ: IEP), a master limited
partnership, is a diversified holding company engaged in ten
primary business segments: Investment, Automotive, Energy, Metals,
Railcar, Gaming, Mining, Food Packaging, Real Estate and Home
Fashion.
Statements in this press release may contain, in addition to
historical information, certain forward-looking statements. Some of
these forward-looking statements may contain words like "believe,"
"may," "could," "would," "might," "possible," "should," "expect,"
"intend," "plan," "anticipate," or "continue," the negative of
these words, other terms of similar meaning or they may use future
dates. Forward-looking statements in this document include, without
limitation, uncertainties associated with the ability of Icahn
Enterprises to complete the transactions contemplated by the merger
agreement with Federal-Mogul and other risks and uncertainties
discussed in Icahn Enterprises' filings with the SEC, including the
"Risk Factors" sections of its Annual Reports on Form 10-K for
the year ended December 31, 2015 and subsequent quarterly
reports on Form 10-Q, as well as the Tender Offer Statement on
Schedule TO/Schedule 13E-3 filed by Icahn Enterprises with the SEC
and the Solicitation/Recommendation Statement and Schedule 13E-3
filed by Federal-Mogul with the SEC. Icahn Enterprises and its
affiliates do not undertake any obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law. All
forward-looking statements in this press release are qualified in
their entirety by this cautionary statement.
CONTACT: D.F. King & Co.,
Inc., 212-269-5550
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SOURCE Icahn Enterprises L.P.
