We Get The Feeling That Carl Icahn's Heart Isn't In A Proxy Fight For Clorox

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Remember how Carl Icahn's going to buy Clorox? Neither do Clorox shareholders, with the stock trading at $64, more or less where it was before he announced his $76.50 offer (later revised to $80). And with no committed financing, a swift rejection (accompanied by a poison pill) from the board, and a little bit of market turmoil, you could forgive him if he wanted us all to forget about his offer to escrow $6.2 billion to show his seriousness.

But you can't just tell Carl Icahn to buzz off without facing the consequences. And he made the consequences clear when he made his $80 offer:

A proxy fight would be extremely costly and a major distraction for the company. Shareholders pay the price and lawyers get richer and richer (these are the same lawyers that advise the board that it is perfectly "ok" to just say no - they are correct in one thing, it is certainly "ok" for them as the fees pile up).

Well, having wrapped up some other business (nice sale of Motorola Mobility to Google, all-part-of-the-bigger-plan loss of a proxy fight at Forest Labs yesterday), today Icahn threw a slate of directors at Clorox to see if he can't shake things up / scare some sense into them / maybe end up running the company. It does not exactly look like he scoured the earth for candidates: 7 of his 11 director nominees work for Icahn Enterprises, and 2 of those have Icahn DNA. For flair, he's got a former Alex. Brown banker who worked at the CIA for a while, who like the other outside nominees is getting paid $25k for what we suspect is not going to be a particularly taxing task. Shareholders who are unimpressed by Icahn's $80 offer are, we'd guess, unlikely to want to hand him the keys via proxy fight with the stock trading in the $60s.

If anyone's interested, there's a Mock Proxy Battle (via DealLawyers) going down at the end of this month. It may provide more drama than Clorox's.

Icahn Seeks to Replace Clorox Board [DealBook]

Schedule 14A

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