Oshkosh Corp.'s board rejected an unsolicited offer from billionaire activist director Carl Icahn to buy the truck maker for about $3 billion.
Icahn, Oshkosh's largest investor with a 9.5 percent stake, has criticized the firm's executives for poor performance. He said his proposal, made earlier this month, would amount to roughly $32.50 a share.
The offer is "inadequate, undervalues the company and is not in the best interests of all Oshkosh shareholders," the board said in a statement today.
Oshkosh shares gained less than 1 percent to close at $29.92 in New York trading and have gained 40 percent this year.
An employee who answered the phone at Icahn's New York headquarters said he couldn't immediately be reached for comment.
The Oshkosh, Wisconsin-based company makes commercial trucks and supplies blast-resistant trucks to the U.S. Army and Marine Corps. The military work resulted in a surge in wartime sales that have slowed with the end of the Iraq War and the U.S.'s planned withdrawal from Afghanistan.
Oshkosh said in a Securities and Exchange Commission filing today it would cut 450 jobs in January due to lower demand from the Defense Department.
Icahn has said he wants to spin off JLG Industries Inc., which makes construction-lift equipment, because it is more valuable as a separate entity. The unit was purchased by Oshkosh about six years ago.
The Oshkosh board said in the statement that the proposed spinoff an "ill-advised strategy" and accused Icahn of trying "to enrich himself at the expense of all other Oshkosh shareholders."
"Your board encourages shareholders to send a clear message to Mr. Icahn that you will not allow him to pursue his self-serving agenda and will not permit him to take control of Oshkosh for a price significantly below the company's value," Richard M. Donnelly, chairman of the board of directors, said in the statement.
Walter Liptak, an analyst with Barrington Research Associates Inc. in Chicago, agreed with the board's sentiment that Oshkosh is worth more than Icahn offered.
"This management team has credibility with investors; they're capable," Liptak said in a phone interview. "There is a lot more value to Oshkosh than what Carl Icahn is proposing."
The board also adopted a so-called poison pill plan that would let shareholders buy one preferred share for each share of common stock held at the close of business on Nov. 5, according to the statement. The rights would be exercisable if someone acquired a 10 percent stake in the company.
"The rights plan is intended to enable all shareholders to realize the long-term value of their investment in the company and to protect them from unfair or coercive takeover tactics," according to the statement.
Oshkosh today said adjusted net income from continuing operations rose 32 percent to $60.2 million, or 65 cent a share, in the fourth quarter ended Sept. 30 compared with $45.5 million, or 50 cents a share, a year ago.
Analysts predicted profit of 47 cents a share, the average of 11 estimates compiled by Bloomberg.
"These results are evidence of the effectiveness" of the company's strategy, "as well as the positive momentum we are seeing in our business," Charles Szews, Oshkosh's chief executive officer, said today during a conference call with analysts.
Defense sales declined 19 percent to $953.7 million in the fourth quarter, compared with a year ago.
For the year, the declines in military sales were offset by gains in commercial segments, as revenue rose 7.9 percent to $8.18 billion from $7.58 billion in fiscal 2011.
Full-year adjusted profit fell 26 percent to $208.5 million, from $280.8 million, in 2011. The profit decline was "primarily attributable to an adverse product mix and lower sales in the defense segment, offset in part by significantly improved access equipment and commercial segment results," the company said.