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Carl Icahn Issues Statement Regarding Tender Offer For Oshkosh Corp.

Carl Icahn issued statement regarding the tender offer by his affiliates for any and all outstanding shares of Oshkosh Corporation (OSK) for $32.50 per share, which expires, on December 3. Carl Icahn urged all shareholders to tender before the December 3rd deadline to send a strong message to management that their current efforts to increase the value of the company are insufficient. "At this point, we are not asking shareholders to make a decision to sell their stock, since they will be able to withdraw their stock from the tender before we become obligated to purchase those shares. We are only asking them to support an extension of the offer and to send a strong signal to the Board and management team at Oshkosh."

Carl Icahn said, if as of December 3, at least 25% of the outstanding OSK shares are validly tendered in tender offer, this would indicate an excellent chance of prevailing in proxy contest. "Therefore, so long as we receive that level of support, we intend to continue our proxy fight and extend the expiration date of the offer until Oshkosh holds its upcoming annual shareholder meeting, at which time the results of our proxy contest will be obtained."

"If we prevail in our proxy fight, our nominees will replace the current Oshkosh board, and we expect the new board to immediately lift the poison pill and remove the other obstacles to our offer under Wisconsin law which will allow us to close on our tender. If we prevail in our proxy fight and the offer conditions are satisfied, then we will accept ANY AND ALL tendered shares for payment and we will be irrevocably obligated to pay you $32.50 per share in cash," Carl Icahn said.

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