NEW YORK, Dec. 9, 2011 /PRNewswire/ — Icahn Enterprises Holdings L.P. (a subsidiary of Icahn Enterprises LP (NYSE: IEP)) today stated that its subsidiary, IEP Metals Sub LLC, has commenced the previously announced tender offer (the “Offer”) for all of the outstanding shares of common stock of Commercial Metals Company (the “Company”) at $15 per share net to the seller in cash.

Mr. Icahn stated:

“We urge you to tender your shares early. I AM OPTIMISTIC THAT A SIGNIFICANT AMOUNT OF TENDERS BY STOCKHOLDERS WILL BECOME A SELF FULFILLING PROPHECY, AND WILL COMPEL THE BOARD TO DO THE RIGHT THING BY REDEEMING THE POISON PILL AND WAIVING DELAWARE 203, SO THAT THE TENDER OFFER CAN CLOSE. All tendered shares will have withdrawal rights, so that a tendering shareholder can freely withdraw tendered shares.”

If the Board, even after hearing from a majority of shareholders (including Icahn), fails to lift the poison pill and waive Section 203, the Offer will remain open while Icahn seeks a court order compelling the Board to redeem the poison pill and waive Section 203 so that the shareholders can receive their money. Mr. Icahn noted, “we will fight this case all the way to the Delaware Supreme Court, and it is our belief, that we will prevail on the merits and that the court would order the Board to redeem the pill and waive Section 203 so that the shareholders can be paid.”

The Offer price represents a premium of 31% over the $11.45 closing price of the Common Stock on November 25, 2011, the day prior to Icahn’s announced offer to acquire the Company by merger. Additionally, it should be noted that the average trading price for the 90 days prior to November 25, 2011 was $11.43. It should also be noted that the Offer price represents a premium of 72.6% from the $8.60 low for this year on October 3, 2011.

Closing of the Offer will not be subject to any due diligence or financing conditions, but will be subject to the redemption by the Company’s Board of Directors of the recently adopted “poison pill” and waiver by the Board of Directors of Section 203 of the Delaware General Corporation Law, as well as other customary conditions. The tender offer will be subject to there being validly tendered and not withdrawn at least 40.1% of the issued and outstanding shares of the Company. That number of shares, when added to the shares already owned by the offeror and its affiliates, represents a majority of the issued and outstanding shares of the Company on a fully diluted basis. The Offer will include withdrawal rights so that a tendering shareholder can freely withdraw shares.

Additional information concerning the Offer is set forth in an advertisement appearing in today’s New York Times. The offering documents for the Offer are being filed today with the Securities and Exchange Commission and may be obtained by contacting the information agent for the Offer:

D.F. King & Co., Inc.
48 Wall Street,
22nd Floor
New York, NY 10005
Banks and Brokerage Firms Please Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 967-7921
Email: information@dfking.com

About Icahn Enterprises L.P.
Icahn Enterprises L.P. (NYSE: IEP), a master limited partnership, is a diversified holding company engaged in eight primary business segments: Investment, Automotive, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion.

Notice to Investors
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The offer to buy shares of Commercial Metals Company (the “Company”) common stock was made pursuant to an offer to purchase and related materials that IEP Metals Sub LLC, (“Offeror”), an indirectly wholly owned subsidiary of Icahn Enterprises Holdings LP, as co-bidder, filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2011. On December 9, 2011, the Offeror and co-bidder also filed a tender offer statement on Schedule TO with the SEC relating to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) contain, and the solicitation/recommendation statement will contain, when available, important information that should be read carefully and considered before any decision is made with respect to the tender offer. The tender offer materials will be sent free of charge to all stockholders of the Company on or about December 9, 2011.

All of these materials (and all other materials filed by the Offeror or the Company with the SEC) are available at no charge from the SEC through its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by directing a request to D.F. King & Co., Inc. by mail to 48 Wall Street, 22nd Floor, New York, New York 10005, or by calling toll-free (800) 967-7921 or (212) 269-5550.

Caution Concerning Forward-Looking Statements
Results for any interim period are not necessarily indicative of results for any full fiscal period. This release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Icahn Enterprises L.P. and its subsidiaries. Among these risks and uncertainties are risks related to economic downturns, substantial competition and rising operating costs; risks related to our investment activities, including the nature of the investments made by the private funds in which we invest, losses in the private funds and loss of key employees; risks related to our automotive activities, including exposure to adverse conditions in the automotive industry, and risks related to operations in foreign countries; risk related to our gaming operations, including reductions in discretionary spending due to a downturn in the local, regional or national economy, intense competition in the gaming industry from present and emerging internet online markets and extensive regulation; risks related to our railcar activities, including reliance upon a small number of customers that represent a large percentage of revenues and backlog, the health of and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks related to our food packaging activities, including competition from better capitalized competitors, inability of its suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology; risks related to our scrap metals activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant bankruptcies and insolvencies; risks related to our home fashion operations, including changes in the availability and price of raw materials, and changes in transportation costs and delivery times; and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission. Past performance in our Investment segment is not necessarily indicative of future performance. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

SOURCE Icahn Enterprises LP