Icahn makes $2.43 bln takeover bid for Lear Corp

BOSTON (Reuters) - Billionaire investor Carl Icahn on Monday said he offered to buy auto parts supplier Lear Corp. <LEA.N> for $36 a share in cash, or $2.43 billion, saying the company is poised for a turnaround amid a downtrodden auto sector.

Icahn, Lear's largest shareholder, said he agreed that if his offer succeeds, senior management of Southfield, Michigan-based Lear, including CEO Bob Rossiter, would stay with the company. But Lear said the offer is "subject to negotiation" and formal board consideration.

The offer fueled an 11.4 percent gain in Lear shares on the New York Stock Exchange. But some investors criticized the offer as well below what the company is worth.

Pzena Investment Management, which owns 11.1 percent of Lear, said in a publicly disclosed letter that it would oppose the offer if it came to a vote, saying Lear is worth "closer to $60 per share."

"We have long believed in Lear's business and its plan for recovery," said Pzena. "To claim today that $36 is a fair price is quite disingenuous."

Icahn, who made his offer through American Real Estate Partners LP <ACP.N>, a holding company he controls, defended his offer.

"We're not trying to do a low-ball bid here," said Icahn in an interview with Reuters. "Anyone can make a higher offer. It will be an open auction."

Icahn, whose auto sector investments include a large debt position in bankrupt parts supplier Federal-Mogul Corp. <FDMLQ.OB>, said he thinks Lear, which specializes in auto seating components, "is going to grow."

"I like to buy things that I believe are undervalued and are not in vogue," said Icahn. "This fits that criteria."

Lear shares surged on the news, up $4.22, or about 12 percent to $38.89 on the New York Stock Exchange, the highest they've been since mid-2005.

Shares closed at $38.64, up 11.4 percent, suggesting that investors feel a higher offer could come from somewhere else.

"Many investors are anticipating a higher bid to come in," said William Lefkowitz, options strategist at brokerage firm vFinance Investments, Inc. in New York.