LOS ANGELES Carl Icahn
has thrown in the towel on his bid to create the largest North
American rail car builder, unloading most of his stock in
A U.S. Securities and Exchange
Commission (SEC) filing revealed that the billionaire
investorwho was looking to combine his
majority-controlled American Railcar Industries Inc. (ARII)
with Lake Oswego, Ore.-based Greenbrierhas sold 1.79
million shares of Greenbrier common stock, dropping his
ownership interest to 3.41 percent from an earlier 9.9
Spokesmen for Greenbrier and St.
Charles, Mo.-based ARII couldnt be reached for
Greenbrier had turned down
ARIIs sweetened bid of $22 per share, up from an initial
offer of $20 per share. Daniel A. Ninivaggi, president and
chief executive officer of Icahn Enterprises LP, had said in a
letter to Greenbrier president and chief executive officer
William A. Furman that ARII would drop its takeover attempt if
it didnt get a positive response to the second offer (
amm.com, Dec. 21).
Icahn sold the stock at an
average price of $16.30 per share, according to the SEC filing,
lower than any day since Nov. 12, the day prior to the
disclosure of Icahns 9.9-percent investment in
Greenbrier, when the stock closed at $13.95 per share,
according to an amended SEC filing. A previous filing gave the
price at $15.41 per share, a mistake that the amended Icahn
filing attributed to a typographical error.
In a post-mortem note to
investors, Peter Nesvold, equity analyst for Jeffries & Co.
Inc., New York, said that while Icahns final $597-million
offer for Greenbrier reflected "fair value" for the company, it
fell short on other counts. Among these were Icahn leaving
himself an "out," since his offer wasnt actually firm but
would have allowed him to walk away from the deal after
performing due diligence. Greenbriers board of directors
was unlikely to approve a deal tinged with such "uncertainty,"
A successful acquisition by ARII
would have moved the combined company ahead of Dallas-based
Trinity Industries Inc. as the largest North American
manufacturer of rail cars, according to earlier estimates.