CMC urges rejection of Icahn bid, nominees

Dec 19, 2011 | 06:57 PM | Michael Cowden

Tags  Commercial Metals Co., Carl Icahn, hostile bid, Joseph Alvarado, Anthony Massaro, steel, scrap, acquisitions Michael Cowden

TORONTO — Commercial Metals Co.’s (CMC) board of directors on Monday urged shareholders to reject billionaire investor Carl Icahn’s $15-per-share hostile bid for the company.

At the same time, the Irving, Texas-based steelmaker, fabricator, scrap processor and trader urged shareholders to reject nominees to its board who it says are tied to Icahn as a proxy fight between the two parties heats up in advance of the steelmaker’s annual shareholders meeting.

Calling Icahn a "corporate raider," the company blasted Icahn’s nominees as being unqualified, lacking independence from Icahn and perhaps representing a violation of federal laws aimed at preventing anticompetitive practices.

"All three (of Icahn’s nominees) are either current or former employees or business partners of Mr. Icahn," CMC said in a letter to shareholders, signed by president and chief executive officer Joe Alvarado and lead director Anthony A. Massaro. "Because Mr. Icahn controls a competitor in our industry—PSC Metals Inc.—it is possible that the election of Mr. Icahn’s representatives would violate the Clayton Act."....

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