February 26, 2021

DealBook: Icahn Seeks to Replace Clorox Board

Carl C. IcahnChad Batka for The New York TimesCarl C. Icahn

10:13 a.m. | Updated with Clorox statement

Carl C. Icahn stepped up his fight with Clorox on Friday, threatening to replace the detergent maker’s entire board with his own candidates after the company rebuffed his $10.7 billion takeover proposal.

In a letter to Clorox, Mr. Icahn named a full slate of 11 directors, including himself. Other nominees include his son, Brett, and a top lieutenant, Vincent J. Intrieri. It also includes the likes of A. B. Krongard, a former executive director of the Central Intelligence Agency.

Clorox said in a statement that it will review the proposed slate, but added: “We believe that Mr. Icahn is nominating candidates solely to advance his own agenda.”

The proxy fight follows repeated efforts by Mr. Icahn, who owns a 9.4 percent stake, to force the company into a sale. The activist investor has made two successive bids, the latest of which is worth $80 a share. But he has argued another bigger buyer — perhaps a consumer-products giant like Procter Gamble — could come in with a higher bid, possibly $100 or more.

Clorox’s management has said that while it may consider a sale, it does not believe that Mr. Icahn’s offers have any credibility.

“We’re not opposed to a sale, only a steal,” Donald Knauss, Clorox’s chief executive, previously told DealBook. “We’re open to any credible idea.”

The company has already added some defenses against Mr. Icahn, including a shareholder rights plan that makes an unwanted takeover prohibitively expensive.

Shares in Clorox have fallen 6 percent since Mr. Icahn announced his first offer in July and have not reached the level of either of his bids, suggesting investor skepticism about a deal. The company’s stock closed on Thursday at $64.12.

Article source: http://feeds.nytimes.com/click.phdo?i=a016821450a42c1ac28afe1e2c9b8894

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