Manitowoc Announces Settlement With Carl Icahn - Quick Facts

(RTTNews) - The Manitowoc Company, Inc. (MTW) announced it has reached an agreement with Carl C. Icahn pursuant to which the Manitowoc Board has committed to certain corporate governance provisions for Manitowoc and for the Foodservice entity. The company noted that the agreement with Carl Icahn also provides for, among other things, certain customary "standstill" restrictions, and Manitowoc has committed not to reduce its shareholder rights plan's trigger below 20 percent for the duration of the standstill agreement.

Manitowoc plans to separate the company's Cranes and Foodservice businesses into two independent, publicly traded companies and anticipates effecting the separation through a tax-free spin-off of the Foodservice business to be completed in the first quarter of 2016.

The agreement also includes an option for Icahn to appoint one representative to the Manitowoc Board as well as a right to appoint an additional representative on the Board of the Foodservice entity after the separation; and a commitment by Icahn to vote in favor of the Manitowoc nominees for election to the Board at the 2015 Annual Meeting.

The Board of Manitowoc has approved a limited waiver for Icahn of the provisions of the Wisconsin business combination statute that enables Icahn to acquire up to 14.99 percent of Manitowoc's outstanding voting shares without facing the restrictions of the statute applicable to related party "business combination" transactions with the company.