Navistar International Corporation (NAV) had been besieged by Carl Icahn, as well as Mark Rachesky of MHR Fund Management, who was not happy with their performance, particularly how it hit his wallet.
“I have a message for the Navistar Board: My comments are not threats, they are demands that I take very seriously in light of my substantial investment, and as should you, in light of your fiduciary obligations.”
Really not happy.
“All of this nonsense is totally consistent with the non-productive run around that has been emblematic of my relationship with this Board, whose concept of “dialogue,” in my opinion, amounts to dogmatic, inflexible mantras, rather than the actual exchange of ideas in an effort to reach a mutual understanding for the betterment of Navistar and its owners.”
Navistar finally backed off their defense, amended their poison pill and agreed to give the Icahn and MHR group three board seats.
“With only four holders owning more than a majority of the Navistar shares, even the “normal” flimsy justifications used to support a Board’s decision to adopt a poison pill — to protect the fragmented shareholders from the influence of an acquisitive shareholder — are non-existent, and this pill is exposed for what I think it really is — a bad faith, self interested maneuver by the Board to protect its fees and perks.”
Advantage Icahn. Game, set and match? We’ll see what happens with Oshkosh.
“After all, this is the same Board that proved fully capable of spending our money to open a new, gold plated corporate headquarters, but failed to develop an engine that could meet EPA standards.”
Icahn is now rumored to be setting his sights on Oshkosh. Is there a merger in their future?