Billionaire investor Carl Icahn wants all 11 seats on the board of Clorox Co , which last month twice rejected his offers to buy the bleach maker.
In a letter to Clorox on Friday, Icahn said he wants to nominate himself, his son and nine other people for election to Clorox's board at its next annual shareholder meeting.
The attempt to replace the entire board differs from tactics Icahn recently used with other companies, where he went after just a small number of seats.
He nominated four people to Forest Laboratories Inc's then nine-member board in June. On Thursday, Forest Labs won its showdown with Icahn as its shareholders backed the company's slate of 10 board members over nominees Icahn had proposed.
Icahn's most recent offer to buy the company for $80 per share was rejected by Clorox on July 26 as inadequate. Now Icahn, who owns 9.37 percent of Clorox's shares, wants to replace the board that unanimously rejected his offers.
We believe that Mr. Icahn is nominating candidates solely to advance his own agenda, said Clorox, noting that 10 of its 11 directors are independent, and that all are elected annually.
The company, whose other products include Brita water filters, Burt's Bees lotions, Glad bags and wraps and Hidden Valley Ranch dressing, has not announced a date for its annual meeting. It is typically held in mid-November.
His plans for the board are clear, but his plans to improve the company and shareholder value are still opaque, said Sanford Bernstein analyst Ali Dibadj. We would like to see Icahn provide much more clarity to all shareholders on what he has in mind.
Clorox shares were up 2 percent to $65.46 in morning trading, nearly $15 below Icahn's July 20 offer and below the stock's closing price of $68.43 back on July 14, the day before Icahn made his first bid of $76.50 per share public.
The shares have not hit even the first offer price, suggesting investors do not anticipate a deal.
ICAHN AND SON
Icahn made his first offer public on July 15, and at that time suggested that some of Clorox's rivals should buy the company for more than he was offering. No one has stepped up.
We continue to believe there is little chance other strategic buyers for (Clorox) will emerge, said Wells Fargo Securities analyst Tim Conder, who said he sees little potential for a bid above Icahn's $80 offer.
Icahn would like to see his son Brett and nine other men on the board: A.B. Krongard, David Schechter, William Leidesdorf, Vincent Intrieri, James Nelson, Jack Wasserman, Daniel Ninivaggi, Glenn Zander and Randolph Read. Brett Icahn, Schechter, Intrieri and Ninivaggi work for entities affiliated with Carl Icahn.
While Icahn's latest attempt at Forest Labs fell short, he got seats on the boards of companies such as Mentor Graphics Corp , Biogen Idec Inc and Take-Two Interactive Software Inc . He also urged Motorola Mobility Holdings Inc to consider splitting off its patent business in July, weeks before Google Inc said on August 15 that it would buy the company for $12.5 billion.
Oakland, California-based Clorox said that it would review Icahn's nominations to ensure they comply with its governing documents and the law.
(Reporting by Jessica Wohl in Chicago and Phil Wahba in New York. Editing by Gerald E. McCormick, Dave Zimmerman and Robert MacMillan)