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Wisconsin board backs Oshkosh in dispute with Icahn

Icahn 175x
Carl Icahn

State of Wisconsin Investment Board, Madison, is opposing a $2.8 billion tender offer and proxy contest for Oshkosh Corp. by a group led by Icahn Partners.

“SWIB does not intend to tender our shares, and we intend to vote for the company's director nominees at the Oshkosh 2013 annual meeting of shareholders,” said a statement issued Friday by the board, which oversees $87.8 billion.

The Icahn group believes under its offer that the “company could have favorable long term potential under the stewardship of a new board of the directors,” according to the tender, filed with the Securities and Exchange Commission.

SWIB “believes that Mr. Icahn's unsolicited tender offer to acquire any and all outstanding common shares of Oshkosh for $32.50 per share in cash substantially undervalues the company and is not in the best interests of all Oshkosh shareholders.”

“Management's goal of doubling earnings per share by 2015 is based on achievable targets,” the SWIB statement said. “Recent quarterly results demonstrate that management is systematically executing the … strategy. If management continues to successfully implement such changes, SWIB believes shareholders will benefit significantly more so than if the Icahn offer is accepted.“

John Daggett, vice president, communications at Oshkosh, said of the SWIB position: “We appreciate the support from the state.” The company's board of directors considers the offer inadequate, undervaluing the company and not in the best interest of shareholders, Mr. Daggett added.

Mr. Daggett declined to comment about any meetings company officials have had with SWIB officials, saying only Oshkosh officials meet regularly with large shareholders.

SWIB held 1.6 million Oshkosh shares as of Sept. 30. Oshkosh has 91.6 million shares outstanding.

Keith L. Schaitkin, general counsel for Icahn Capital LP, which is part of the Icahn group leading the tender offer, couldn't say whether Icahn representatives talked with officials of SWIB or other major pension funds on the tender offer or proxy contest.

The tender offer expires Dec. 3, although the Icahn group could extend it, Mr. Schaitkin said. The Ichan group also has nominated 13 directors to Oshkosh's board.

Oshkosh, which makes commercial and military vehicles, hasn't released its proxy statement, according to a company SEC filing. It hasn't set a date for its annual meeting, usually held in the first quarter of the year.