WCI Communities' board put the company up for sale Thursday, saying shareholders could do better than accepting Carl Icahn's unsolicited "financially inadequate," "opportunistic" and "structurally coercive" offer to buy its stock for $22 a share.
"While under other circumstances a sale at this time might not have been the preferred alternative, especially given the softness of the real estate environment, the Icahn Group's unsolicited tender offer has caused the Board to choose to explore this alternative in an effort to maximize shareholder value for all shareholders," the board wrote in a letter urging "Fellow Shareholders" not to tender their shares to Icahn.
Already WCI has other potential suitors in the ranks that may be willing to pay more, it said. "The Board believes that WCI could be potentially attractive to various parties."
One of the Board's key contentions is that Icahn's offer of $22 a share, while more than the stock was trading at the time of the offer, is inadequate. The company says its real estate, located in prime locations in Florida as well as the mid-Atlantic and northeast will have great value once the market adjusts. But, more immediately, it is expecting a $1-billion inflow of cash this year as towers are closed, a long-awaited boon it plans to use to pay down its debt, which is pushing 70% of equity.
Icahn's company is closed for the Easter Holidays, and he has not returned Big Builder's telephone calls, but he told The Wall Street Journal that he thinks Florida is a good place for real estate investment and that the current border-line crashing market makes it a good time to buy.
Icahn arrived on the scene at the company, which is struggling with delays in completing towers as well as cancellation rates that in some areas have exceeded sales, late last year, when he announced ownership of 14.5% of the company and started making promises to "unlock inherent value" of its shares.
The company's board reacted by hiring Goldman Sachs and Company to look at strategies for the company's future and enacting a poison-pill provision to ward off hostile takeovers. Eliminating that shareholder rights provision has been a condition of Icahn's tender offer and a sticking point in negotiations with WCI's management in the past few months, according to SEC filings.
Here are some other reasons WCI's board gave shareholders for not selling to Icahn as enumerated in its SEC filings Thursday.
-- "The timing of the Offer is both opportunistic and highly advantageous to the Icahn Group because it exploits the recent and, we believe, temporary challenges faced by the housing market."
--If successful, it could have an impact on the company's ability to borrow money. If the Icahn group gains 50 percent of the common stock or majority of the board the company's senior debt will be immediately due unless note holders waive their rights. If they didn't and the company was unable to refinance the debt it would be forced into bankruptcy
--The offer doesn't have a high enough premium built in.
-- It is structurally coercive because it includes consequences that may reduce the liquidity and value of minority shares, making shareholders feel compelled to sell to Icahn "out of concern that in failing to do so, the shareholder may be left with illiquid or minority discounted shares in a company controlled by a single shareholder, with no assurance as to the marketability of the shares or the value."
--The offer is contingent on the board removing the poison pill provisions designed to help protect shareholders during hostile takeovers, leaving "no assurance that remaining shareholders will be treated fairly and equally in any follow-on transactions, or that their shares would be acquired at $22 or any other price."