Icahn Sweetens Offer for Federal-Mogul Shares

In a terse letter to the Federal-Mogul Holdings Corp. (NASDAQ: FDML), activist investor Carl Icahn’s Icahn Enterprises L.P. (NASDAQ: IEP) on Monday morning raised its offer for the remaining shares of Federal-Mogul that Icahn doesn’t own from $7 to $8 a share. Icahn already owns about 82% of the auto parts maker.

At the time of Icahn’s February offer the $7-per-share price represented a premium of more than 40% to the price of the stock. Icahn also had agreed that the offer required approval from a special committee of independent directors, along with a vote of a majority of non-Icahn held shares.

Shortly after the February offer, Federal-Mogul cancelled a planned spin-off of its motor parts business from its power-train business after the separation had been on the boards for more than a year. The chief executive of the motor parts division said the cancellation was due to lousy market conditions, not the offer from Icahn.

The same terms apply to Monday’s offer, and Federal-Mogul said it would consider the new offer.

What is there to think about? When Icahn first offered to buy the rest of Federal-Mogul, an analyst from private equity firm Gamco Investors (Gabelli) thought that the company’s restructuring in preparation for the proposed spin-off was beginning to pay off and that increased profitability was on its way. In March, Gamco reported that it owned about 4.6% of Federal-Mogul’s stock, so you could say that it has a dog in the hunt. Gamco’s analyst, Brian Sponheimer, put a value of $13 per share on the stock.

Shares traded up 7% at $8.73 Monday morning and have traded as high as $10 a share following the February offer. That’s still below the 52-week high of more than $12, but well above the sub-$4 per share price just prior to the February bid.

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