M&A Surprise: Carl Icahn Offers Sneaky Acquisition For Clorox (CLX, IEP, JEF, PG, UL, CL, KMB)

13D filings are often full of surprises, and this morning is no exception.  Carl Icahn has an amended filing this morning regarding his 9.4% stake in Clorox Corporation (NYSE: CLX).  Icahn not only sees a much higher value being possible. He is offering to acquire the consumer products company for $76.50 per share.

The filing shows that Icahn sent a letter to the Clorox board yesterday offering to acquire the rest of Clorox for all-cash at $76.50 per share.  The total consideration comes to $12.6 billion.  Icahn notes that this is a 21% premium to the December 20, 2010 date when Icahn first invested, but the reality is that this represents only about a 10% premium to the $68.43 close on Thursday.

Icahn says that the deal will be satisfied  through $4.8 billion of equity contributions  from  Icahn  Enterprises LP (NYSE: IEP) and its affiliates consisting of 12.5 million shares of Clorox common stock, as well as by $3.8 billion in cash on hand, and $7.8 billion  in financing arranged by Jefferies & Company, Inc. (NYSE: JEF).  Icahn even offered a $100 million fee for the company to accept the deal if he (and Jefferies) fails to raise the funding.

Icahn has also noted that he will accept a “go-shop” provision for Clorox to pursue superior offers.  On a further note, Icahn has said that Clorox is failing to live up to expectations this year and next.  Icahn also noted, “it seems clear to us that there are potentially multiple substantially larger strategic bidders with robust balance sheets who are in a position to make a bid that reflects significant inherent synergies.”

Icahn even went out and named potential strategic acquirers who could generate more synergies than he could as a financial buyer.  The filing points to Procter & Gamble (NYSE: PG), Unilever plc (NYSE: UL), Colgate Palmolive Company (NYSE: CL), Kimberly-Clark Corporation (NYSE: KMB), and even noted companies like Reckitt Benckiser and Henkel AG.

Icahn even goes on to note that this company’s acquisition by a strategic buyer at $100 per share would offer an accretive financial deal for any of the large strategic buyers.

What is obvious here is that Carl Icahn has two angles.  He is going to drive up the value of his holdings in Clorox now, and the second outcome will either be that he will either buy with the hope of reselling the company later or will force another buyer to come in at a higher price.  Clorox has a 52-week trading range of $60.56 to $72.43 and its dividend yield is 3.5% before the effects of this merger.

Icahn can win either way here.  This will juice his shares even higher today on paper, but if he can force another one of the consumer products giants off the sidelines then Icahn wins even more and doesn’t have to raise the capital.

Icahn’s full SEC filing is here.

JON C. OGG