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Greenbrier rejects $543M bid from Icahn

Keywords: Tags  Greenbrier, Carl Icahn, American Railcar Industries, rail cars, freight, Frank Haflich

LOS ANGELES — Greenbrier Cos. has rejected as "inadequate" a $543-million takeover bid by Carl Icahn-held American Railcar Industries Inc. (ARII), although Greenbrier indicated it would consider turning the tables on ARII and making its own acquisition of the rail car builder.

"Greenbrier has repeatedly made clear to Mr. Icahn its interest in acquiring American Railcar at a modest premium, taking into account the current valuation of American Railcar’s stock," Lake Oswego, Ore.-based Greenbrier said in turning down ARII’s offer, adding that a combination of the two rail car manufacturers could be "beneficial" to the companies and their shareholders.

But Greenbrier also said that a $20- to $22-per-share price for Greenbrier shares that ARII had put forth in previous discussions with Greenbrier prior to its formal offer of $20 per share "grossly undervalues" the company. St. Charles, Mo.-based ARII had revealed its offer in a filing with the U.S. Securities and Exchange Commission (, Dec. 18).

Icahn’s bid for Greenbrier is his second run at a company in the metals and manufacturing supply chain within the past year. In January, he abandoned an unsolicited bid to acquire Irving, Texas-based scrap recycler and steel producer Commercial Metals Co. after a tender offer fell short (, Jan. 11).

An ARII spokesman declined to respond to Greenbrier’s claims. "There isn’t much to say," the ARII spokesman said. "We’ve made an offer, they’ve rejected it."

One Wall Street investment analyst told AMM that he sees the two companies’ product lines as "complementary," with intermodal rail cars a "big part" of Greenbrier’s business while ARII specializes in tank and covered hopper cars used to carry such cargoes as grain and sand.

For its part, Greenbrier said that it continues to "ramp up" its own tank car output to an annual rate of 3,000 cars and looks to capture 20 percent of this market. But it also underlined its "diversified" product mix and said that tank car demand will eventually slow down and "be replaced by demand for other rail car types."

In contrast to its description of ARII’s stock as "fully valued," Greenbrier argued that its diversified product ranges designed to carry a "broad array of commodities" has created a platform for future growth.

The Wall Street analyst agreed with other observers that any tie-up of the two companies could bring intense antitrust scrutiny from Washington. "The industry is very concentrated," he said. "I see a stiff review."

Meanwhile, the potential tie-up has also attracted the attention of shareholder attorneys even before any transaction has taken place. Block & Leviton LLP, a Boston law firm specializing in securities law, said it has "commenced an investigation into possible breaches of fiduciary duty" by Greenbrier’s board of directors over the proposed acquisition by ARII.

Block & Leviton made its announcement, which noted that ARII’s offer "would fail to take into account" a more than 30-percent rise in Greenbrier’s stock price over the past month, before Greenbrier rejected the offer.

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