Investor Carl Icahn increased the pressure he is putting on management of WCI Communities Inc. to unlock shareholder value by announcing his intention to launch a $22-per-share tender offer for the company. The offer would be made through High River Limited Partnership and entities managed by Icahn Management LP.
WCI's stock rose 16% on the news and was trading just above $22 by noontime on the New York Stock Exchange.
The tender offer, which has not yet been registered with the Securities and Exchange Commission, would be subject to the elimination of a "poison pill" provision adopted by management to prohibit any single investor from gaining control of the company. In a research note, Bank of America Securities said it did not consider management likely to waive the poison pill and noted that the announcement was just a first step in a long process.
The offer would not be subject to due diligence or the arrangement of financing.
Icahn, who owned approximately 15% of the company's outstanding shares as of January, has proposed his own slate of 10 nominees for WCI's board, and he stated that if his slate is elected, his slate would clear the way for the proposed tender offer to be completed. The company has not, as yet, set a date for the shareholders' meeting at which the board election would occur.
In a statement, Icahn questioned the competence of WCI's management, led by CEO Jerry Starkey. The statement said, "In my opinion Mr. Starkey and the current board are not qualified to navigate WCI through the difficult industry conditions that lie ahead. We question whether Mr. Starkey and the current board have the ability or the expertise to take advantage of the complex strategic opportunities that I believe may present themselves."
WCI, the Bonita Springs, Fla.-based builder of primarily high-rise condos, retained Goldman Sachs Group Inc. in February to pursue strategic alternatives for the company, including a possible sale. Icahn took issue with the notion of a sale, stating, "clearly now is not the right time to sell." WCI management also has stated that it believes the time is not right for a sale of the company.
The Icahn statement went on to say, "This tender offer will be in the best interests of all shareholders in that it would provide immediate liquidity at a premium for those shareholders who are concerned with the current housing industry downturn while also providing the opportunity for those shareholders who, like us, believe in the long-term prospects of the company to realize any potential upside."
A spokesman for WCI, Steve Zenker, vice president of investor and corporate communication, declined to comment on the Icahn announcement.