Icahn, the busy corporate raider who is still
battling to buy Lionsgate and recently lifted his stake in
Mentor Graphics to 14.75 percent earlier this week
plunked down about $3.6 million to buy 150,000 shares of
organic foods company Hain Celestial Group, increasing his
stake to 14.31 percent of the total outstanding shares.
And dont be surprised to see Icahn devour more Hain
stock in the near future. This is because in July he worked out
a deal with the company that would allow him to buy up to 20
percent of the total outstanding shares.
But dont expect Icahn to make an activist move anytime
Under the terms of the agreement, Icahn will support
Hains board of directors slate of director nominees
at its 2010 annual meeting of stockholders. As part of the
deal, though, two nominees were identified by the Icahn
Even so, Hain stresses in a regulatory filing that so long
as it is in compliance with its obligations under the
agreement, Icahn will not participate in or actively assist a
third party in a proxy fight at the 2010 meeting. Icahn also
promised not to encourage anyone to oppose Hains slate of
Further, Icahn agreed not to present any sort of proposal
for consideration at the 2010 annual meeting, which is not yet
scheduled (last year it took place on November 19).
However, after this years meeting, the peace deal
expires. Icahn will be free to become an aggressive activist.
Hain itself notes in its filing that Icahn will be in a
position to influence the election of our directors or
otherwise influence stockholder action, including, without
limitation, whether, with whom and the terms on which we could
engage in a change-in-control transaction, which could have the
effect of discouraging, delaying or preventing a change in
In case Icahn does become more aggressive, Hain points out,
its directors are empowered to issue preferred stock as a form
of poison pill. The preferred stock could be used as a
method of discouraging, delaying or preventing a change in
control, the company warns.
Hain CEO Irwin Simon is well aware of what it is like to do
battle with Icahn. Back in June he told CNBC, Hes
created a lot of value out there and created a lot of wealth
for himself, and maybe I can get a little of that