By Greg Hazley
Railroad car maker The Greenbrier Companies is relying on outside PR counsel as it casts aside a merger bid from American Railcar Industries orchestrated by financier Carl Icahn.
Greenbrier, which is working with Joele Frank, Wilkinson Brimmer Katcher, as well as investment bank and legal counsel, rejected ARI's increased $22-per-share offer as "unacceptable and not in the best interests" of its shareholders on Dec. 20, while leaving the door open to a better deal. Greenbrier also denied inviting an offer in the $20-$22-per-share range in a meeting with ARI in November, as ARI has contended.
ARI on Dec. 19 released an open letter from CEO Daniel A. Ninivaggi to Greenbrier chief Bill Furman, expressing confusion at Greenbrier's rejection of ARI's overtures. "We would never have made the offer had we not believed that we had your support and the support of a substantial number of directors for a transaction in the price range we discussed," wrote Ninivaggi. "That is why we are extremely perplexed by your press release."
Greenbrier, based in Lake Oswego, Ore., in October brought in attorney Jack Isselmann to head government relations and communications.
Icahn owns 56% of ARI and a 9.9% stake in Greenbrier. Bloomberg reported that the activist investor hasn't acquired an entire company since 2010 after failing in bids for Clorox and Dynegy
Greenbrier shares closed at $15.72 on Dec. 27 after spiking to $20 last week. |