The salty salvos between WCI Communities' executives and the famous and sometimes infamous financier Carl Icahn continued Thursday (May 31) with an exchange of SEC filings in which Icahn accuses WCI's directors of trying to entrench themselves and WCI accuses Icahn of trying to gain control of the company without paying a premium for it.
In a letter to the WCI board of directors, Icahn called for the company's June 15 annual meeting, which includes a directors' election, to be postponed for up to 30 days so that the sales process can be consummated. Icahn has put up his own slate of directors for election. "From our perspective, this sale process is just another camouflage to entrench yourselves for another year." He also accuses the company of not letting him fully participate as a potential buyer in the sales process.
The same day, WCI filed information from an investors' presentation saying "we are concerned that Mr. Icahn's proxy fight for board control is a tactic that may facilitate his obtaining control of the Company without paying an adequate control premium." The presentation also said Icahn was invited "to fully participate in the sale process, including accessing private company documents, but the Icahn Group declined."
And so goes the back and forth between the companies that has been raging since last December, when Icahn contacted the company suggesting he wanted to help it increase its value. He then ratcheted up his stock ownership to 14%, proposed to replace the existing board with his own chosen members, and tendered an offer to pay investors $22 a share for their stock in an effort to gain control. Icahn has since let the tender offer expire, but apparently is now focusing on the June 15 annual meeting where he has proposed his own slate of directors.
Shortly after Icahn started buying up shares, WCI enacted a poison pill provision and, later, put the company up for sale, saying it would entertain offers from Icahn as well as other comers, treating all equally. And there are already other potential buyers, perhaps better suited than Icahn, interested in the company.
"The board believes that certain potential buyers could realize significant potential synergies in connection with any transaction with the Company," WCI's presentation said.
At the same time WCI wrestles with Icahn, it continues to struggle with a market that has hit it especially hard, largely because of its strong concentration in the struggling Florida market and in high-priced, high rise towers, where buyers have cancelled closings at an unprecedented rate. The company is heavily reliant on closing $1-billion worth of towers this year to help bring down its high debt ratio.
The text of the letter appears below:
Ladies and Gentlemen:
You have stated that the election of our slate of proposed directors could jeopardize the sale process. So today we suggested you delay the annual meeting date of June 15, 2007 for up to 30 days so that you can complete the sale process that you commenced 10 weeks ago. It is our belief that many of the larger stockholders support a postponement of the annual meeting until after the consummation of the sale process. From our perspective, this sale process is just another camouflage to entrench yourselves for another year. Your response that you are not now prepared to delay the annual meeting strongly validates this view. Stockholders deserve results not deception. As we discussed today, we are interested in being afforded due diligence so that we can become a bidder for WCI. We would like to participate in this sale process. Though not a surprise to us, we have not heard from your lawyers or bankers with respect to the form of confidentiality agreement that you expect us to execute.
You failed to allow stockholders who wished to do so to sell into our $22 per share tender offer. We would again like to remind the board of its fiduciary duty to meet reasonable requests that clearly benefit all stockholders.
Very truly yours,
Carl C. Icahn