Icahn Enterprises proposes to acquire additional 15M shares of CVR Energy stock

Icahn Enterprises (IEP) announced that it has delivered a proposal to the board of directors of CVR Energy (CVI) to acquire additional shares of CVR common stock in a tender offer. IEP proposed that Icahn Enterprises Holdings, or IEH, would commence a tender offer to acquire up to 15M additional shares of common stock, par value $0.01, of CVR, for a purchase price of $17.50 per share. The proposed purchase price represents a premium of approximately 6% to CVR’s closing price on November 7 and a premium of approximately 5% to the volume-weighted average price of CVR’s common stock during the last seven trading days. IEP is proposing the tender offer because it believes that CVR’s shares are undervalued in the market and represent an attractive investment opportunity, and that CVR’s shareholders will benefit from an opportunity to sell their shares at a premium to their trading price. IEP’s proposal contemplates that IEH would acquire all shares of CVR common stock properly tendered in the tender offer up to the maximum tender amount, and that the tender offer will not be subject to a minimum tender condition. Furthermore, IEP is willing to agree with CVI to certain contractual provisions for the benefit of CVR’s public stockholders following completion of the tender offer. It is IEP’s expectation that a special committee of independent directors of CVR will consider our proposal and such other terms, and to make a recommendation to CVR’s stockholders or determine to remain neutral with respect to the tender offer. IEP currently beneficially owns, directly and indirectly, 66,692,381, or 66.3%, of the outstanding shares of CVR common stock and, if the proposed tender offer were to be fully or over-subscribed, IEP would beneficially own, directly and indirectly, 81,692,381 shares, or 81.3%, of the outstanding shares of CVR common stock.