Financier Carl C. Icahn stepped up his pressure on Phillips Petroleum Co. yesterday, offering $60 a share for enough stock to give him majority control of the company.
The offer for 70 million shares, which Icahn said would be followed by a $55-a-share bid for the remainder of Phillips' stock, is not very different, in total, from his earlier $55-a-share, $8.5 billion offer. But analysts said Icahn may be able to use the new bid to gain leverage against the company and its controversial recapitalization plan, which Icahn opposes.
Phillips stock was unchanged at $50 on the New York Stock Exchange yesterday. Phillips has estimated that the recapitalization would be worth $53 a share to shareholders, but Wall Street critics -- including Icahn -- have valued it at several dollars less.
Phillips had no comment on Icahn's new bid. The company has, however, taken steps previously to ward off the New York-based investor, who already owns about 5 percent of Phillips.
Rumors continued to circulate on Wall Street that will Phillips eventually end up in the hands of a corporate "white knight" -- a company that would make a competing bid and take over Phillips. Alternately, Phillips may try a leveraged buyout, with management taking the company private at a price greater than Icahn's. Phillips has said it would be willing to agree to a merger for $62 a share.
"I think Icahn's design is to force Phillips into a 100 percent leveraged buyout or a white knight," said analyst Bruce Lazier at Prescott Ball & Turben. "I don't think he wants to go through with this thing."
Icahn's offer is scheduled to begin formally after a stockholder's meeting next Friday at which owners of Phillips stock will vote on the recapitalization plan -- which would swap debt for stock in the company. Icahn said he would make his offer only if the recapitalization proposal is defeated.
But some analysts suggested Icahn could help engineer that, by getting early pledges to accept offer and then getting owners of that stock to vote against the recapitalization.
But Lazier and other analysts warned that Icahn could have trouble garnering shares because of numerous conditions attached to the offer. In addition to the requirement that the recapitalization plan be defeated, Icahn also said he would not follow through on his offer for Phillips stock unless a "poison pill" defense put into place by Phillips is eliminated.
The poison pill, one of Phillips' defenses against Icahn, would pay $62 a share in debt securities for each Phillips share if any investor bought 30 percent or more of the company. Icahn has argued that any shares he buys would be eligible for that deal -- something Phillips denies -- but he also said yesterday he would try to get a new group of directors elected that would immediately redeem the poison pill before he bought stock under his offer.
Lazier said the new Icahn offer "has got an awful lot of conditions in it" and wasn't much different, in overall value, from Icahn's previous offers of $55 per share for the whole company and $57 a share for 25 percent of the company and $55 for the rest.
However, he said, some investors, including large institutional holders of the stock, might take a flyer on the offer, just in case Icahn can pull it off. "It's going to be tempting for somebody to tender shares to him at $60, even if it's conditional," Lazier said. "What do you have to lose?"