Icahn makes offer for Clorox

[July 16, 2011]  NEW YORK (AP) -- Activist investor Carl Icahn made an unusual offer to buy Clorox Co. this week, presenting himself almost as a disinterested bidder and encouraging the company to try to find a better offer.

The billionaire hedge fund manager sent a letter to Clorox CEO Don Knauss on Thursday offering to pay $76.50 per share in cash, according to a regulatory filing Friday. That's a 12 percent premium to Thursday's closing price.

Clorox shares leapt Friday on the news. However, Icahn seemed more interested in drumming up another buyer, such as Procter & Gamble Co. or Colgate-Palmolive Co., than actually buying Clorox himself.

In his letter to Knauss, Icahn said that his firm wore "two hats" both as a potential buyer of Clorox and as its biggest shareholder. He said shareholders would benefit the most if Clorox were sold to another consumer products company that could take advantage of "significant inherent synergies."

He suggested that Procter & Gamble, Colgate and Kimberly-Clark Corp., which are headquartered in the U.S., might be interested. So might Unilever PLC, Reckitt Benckiser and Henkel AG, he said. He expressed confidence that Clorox would find "numerous superior bids" if it shopped itself around.

If no other bidders stepped forward, Icahn wrote, then "our fellow stockholders" should have the opportunity to vote on the Icahn bid.

Icahn became Clorox's biggest shareholder in December, spending nearly $800 million to buy a 9.4 percent stake. He has already made money on the investment: Shares have risen more than 8 percent since he made his investment, not including Friday's gains.

Clorox was formed 98 years ago in Oakland, Calif., by five entrepreneurs selling what became the company's namesake bleach. The company, which now is also the maker of Burt's Bees lip balm, Glad trash bags, Brita water filters and an eclectic mix of other household products, said its board would review the offer "in due course" and couldn't comment until then. Spokesman Dan Staublin said the board is "committed to acting in the best interests of our company and our shareholders."

Despite its stock performance, Clorox has faced challenges, with year-over-year revenue declining for the past three quarters. Of 14 analysts surveyed by FactSet, only two listed it as a buy.

Like its peers, Clorox is facing higher prices for materials it needs to make and transport its products, and it also has to persuade customers to keep buying as they get squeezed by higher gas and grocery prices.

Icahn is known for buying and shaking up struggling companies, with mixed success. His other holdings at the end of the first quarter included the drug maker Biogen Idec Inc., movie studio Lions Gate Entertainment Corp., Motorola Solutions Inc. and power producer Dynegy Inc., according to a May 16 regulatory filing.

Icahn valued his offer at $12.6 billion. That includes paying about $8.9 billion for the shares he doesn't own, and putting up the shares he does own, which are valued at nearly $1 billion. He would also take on Clorox's debt.

Icahn told Clorox that if it accepts the deal by July 29 and then he fails to close it, he will pay Clorox $100 million for its "time and effort." He also said he would not ask for a breakup fee if Clorox sold itself to another bidder.

Citigroup Inc. analyst Wendy Nicholson said Icahn appears to be offering a fair price. She and Weeden & Co. analyst Javier Escalante said they thought it unlikely that any other consumer products companies would want to buy Clorox.

It is already a well-run company, so it's not clear what a new management team could do, they said. Knauss, the CEO since fall 2006 and a veteran of the Coca-Cola Co., has increased net income to about $603 million during last fiscal year, up from $443 million for the year ended June 30, 2006.

More importantly, Clorox has failed to tap the fast-growing emerging markets as well as its rivals have, and it's unlikely that other companies would be interested in saddling themselves with more exposure to saturated U.S. markets.

Anyone who did buy Clorox would likely sell it for parts, getting rid of as many as half of its units, such as cat litter or charcoal, Escalante said.

Clorox shares closed Friday up 9 percent to $74.55.

[Associated Press; By CHRISTINA REXRODE and MARLEY SEAMAN]

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