NEW YORK, Dec. 16, 2016 /PRNewswire/ -- Icahn
Enterprises L.P. (NASDAQ: IEP) ("Icahn Enterprises") announced
today that the expiration of its cash tender offer for $9.25 per Share (the "Offer"), through its wholly
owned subsidiary, IEH FM Holdings LLC ("IEH"), for all of the
outstanding shares of common stock (the "Shares") of Federal-Mogul
Holdings Corporation (NASDAQ: FDML) ("Federal-Mogul") not already
owned by IEH or its affiliates, has been extended to 12:00
midnight, New York City time, on
January 4, 2017 (one minute after
11:59 P.M., New York City time, on January 4, 2017). All other terms and conditions
of the Offer, including the offer price of $9.25 per Share, remain unchanged.
The depositary and paying agent for the Offer has informed Icahn
Enterprises and Federal-Mogul that, as of 12:00 midnight,
New York City time, on
Thursday, December 15, 2016 (one
minute after 11:59 P.M., New York City time, on December 15, 2016), 3,797,382 Shares have been
validly tendered and not properly withdrawn. The tendered Shares
represent approximately 12.5% of the outstanding Shares, excluding
Shares owned by Icahn Enterprises, IEH, American Entertainment
Properties Corp., Federal-Mogul or any of their respective
affiliates (the "Affiliated Shareholders"), and, together with the
Shares already owned by IEH, represent approximately 84.2% of the
outstanding Shares. Consummation of the Offer is subject to certain
conditions, including the tender of such number of Shares that (1)
represent at least a majority of the issued and outstanding Shares,
excluding Shares owned by the Affiliated Shareholders and (2)
together with the Shares already owned by IEH, represent at least
one Share more than 90% of the issued and outstanding Shares.
Complete terms and conditions of the Offer are set forth in the
Offer to Purchase, Letter of Transmittal and other related
materials that were filed as exhibits to the Tender Offer Statement
on Schedule TO filed by Icahn Enterprises with the Securities and
Exchange Commission (the "SEC") on September
26, 2016, as amended and supplemented by Amendment No. 1
filed on October 3, 2016, Amendment
No. 2 filed on October 6, 2016,
Amendment No. 3 filed on October 12,
2016, Amendment No. 4 filed on October 13, 2016, Amendment No. 5 filed on
October 20, 2016, Amendment No. 6
filed on October 31, 2016, Amendment
No. 7 filed on November 15, 2016 and
Amendment No. 8 filed on December 5,
2016. In addition, on September 26,
2016, Federal-Mogul filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC relating to the Offer,
which was amended and supplemented by Amendment No. 1 filed on
October 3, 2016, Amendment No. 2
filed on October 6, 2016, Amendment
No. 3 filed on October 12, 2016,
Amendment No. 4 filed on October 13,
2016, Amendment No. 5 filed on October 20, 2016, Amendment No. 6 filed on
October 31, 2016, Amendment No. 7
filed on November 15, 2016 and
Amendment No. 8 filed on December 5,
2016. Copies of the Offer to Purchase, Letter of Transmittal
and other related materials are available free of charge from
D.F. King & Co., Inc., the
information agent for the Offer, toll free at (888) 605-1957 or via
email at fdml@dfking.com, or on the SEC's website, at www.sec.gov.
Icahn Enterprises' other public filings with the SEC, including
annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, are also available for free on the
SEC's website at www.sec.gov. The depositary and paying agent for
the Offer is Computershare Trust Company, N.A.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE,
OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THIS PRESS
RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. THE OFFER IS MADE ONLY
PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND
RELATED MATERIALS THAT ICAHN ENTERPRISES HAS DISTRIBUTED TO
FEDERAL-MOGUL'S STOCKHOLDERS. ICAHN ENTERPRISES ALSO FILED A TENDER
OFFER STATEMENT ON SCHEDULE TO WITH THE SEC. FEDERAL-MOGUL'S
STOCKHOLDERS SHOULD READ THESE MATERIALS AND THE DOCUMENTS
INCORPORATED THEREIN BY REFERENCE CAREFULLY AND IN THEIR ENTIRETY
BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER.
About Icahn Enterprises L.P.
Icahn Enterprises L.P. (NASDAQ: IEP), a master limited
partnership, is a diversified holding company engaged in ten
primary business segments: Investment, Automotive, Energy, Metals,
Railcar, Gaming, Mining, Food Packaging, Real Estate and Home
Fashion.
Statements in this press release may contain, in addition to
historical information, certain forward-looking statements. Some of
these forward-looking statements may contain words like "believe,"
"may," "could," "would," "might," "possible," "should," "expect,"
"intend," "plan," "anticipate," or "continue," the negative of
these words, other terms of similar meaning or they may use future
dates. Forward-looking statements in this document include, without
limitation, those relating to the Offer and subsequent merger.
These statements are subject to risks and uncertainties that could
cause actual results and events to differ materially from those
anticipated, including, but not limited to, risks and uncertainties
related to: statements regarding the anticipated benefits of the
Offer and the subsequent merger; statements regarding the
anticipated timing of filings and approvals relating to the Offer
and the subsequent merger; statements regarding the expected timing
of the completion of the Offer and the subsequent merger; the
percentage of Federal-Mogul's stockholders tendering their Shares
in the Offer; the possibility that competing offers will be made;
the possibility that various closing conditions for the Offer and
the subsequent merger may not be satisfied or waived, including
that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the Offer and the subsequent
merger; the effects of disruption caused by the Offer and the
subsequent merger; stockholder litigation in connection with the
Offer and the subsequent merger; and other risks and uncertainties
discussed in Icahn Enterprises' filings with the SEC, including the
"Risk Factors" sections of its Annual Reports on Form 10-K for
the year ended December 31, 2015 and subsequent quarterly
reports on Form 10-Q, as well as the Tender Offer Statement on
Schedule TO/Schedule 13E-3 filed by Icahn Enterprises with the SEC
and the Solicitation/Recommendation Statement and Schedule 13E-3
filed by Federal-Mogul with the SEC. Icahn Enterprises and its
affiliates do not undertake any obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law. All
forward-looking statements in this press release are qualified in
their entirety by this cautionary statement.
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SOURCE Icahn Enterprises L.P.