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 don’t 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 don’t expect Icahn to make an activist move anytime soon.
Under the terms of the agreement, Icahn will support Hain’s 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 Group.
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 Hain’s slate of director nominees.
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 year’s 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 control.”
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, “He’s created a lot of value out there and created a lot of wealth for himself, and maybe I can get a little of that too.”
Stephen Taub , who has covered the hedge fund industry for 30 years, is a contributing editor to Institutional Investor and Absolute Return-Alpha magazines.
