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January 6, 2012

Letter to Commercial Metals Company January 6, 2012

ICAHN SENDS OPEN LETTER TO COMMERCIAL METALS SHAREHOLDERS:
  • ITS BUSINESS AS USUAL AT COMMERCIAL METALS
  • WHAT IS THE DOWNSIDE TO TENDERING?

New York, New York, January 6, 2012 - Icahn Enterprises Holdings LP ("Icahn") (a subsidiary of Icahn Enterprises LP (Nasdaq: IEP)) today released the following letter to shareholders of Commercial Metals Company (the "Company"), regarding the Icahn tender offer (as it may be extended from time to time, the "Tender Offer") and proxy fight.

Dear Fellow Commercial Metals Shareholders:
Unfortunately, in today's conference call, the Company's message was clear to us: Its business as usual at Commercial Metals. But, shareholders have a unique opportunity right now to tender into our Tender Offer and send a mandate to the Board to sell this Company NOW!

It's The Same Business As Usual At Commercial Metals. Today's Conference Call Was Illustrative To Us That The Problems At Commercial Metals Will Continue.

The Company continues to discuss their new strategies and how things are going to get better, if only shareholders give them another chance. We believe it is business as usual at Commercial Metals and that shareholders should consider:

  • Interestingly, the Company talks about having new management, but Joe Alvarado, the CEO, has been a part of the executive management team for almost two years - how is that new management? Did you listen to today's conference call? We believe that there is nothing new or changed about management's philosophy.
  • The Company wants you to believe that they have a new strategy - but all we see is more of the same, including risky international adventures that have failed to succeed in the past and that we believe will fail in the future. Amazingly, the Company has a continued focus on non-core operations that we believe have been so destructive to earnings in the past and that are distracting and damaging to shareholder value. For example, the Company recently reported a $26.8 million reduction in operating income in their International Marketing and Distribution division primarily due to a charge incurred on long positions held on iron ore purchase contracts during the quarter. Do shareholders believe that speculating on global iron ore prices is truly a risk that a North American mini-mill should be taking? What exactly has changed with this Company? Isn't there a major risk that they will return to the same path of making ill-founded investments that have been so devastating in the past?

We Ask You -- What Is The Downside To Tendering Into The Tender Offer?
In making your decision whether to tender, we believe you should consider:

  • 40.1% of shares tendered (which which when added to the shares already owned by us, represents a majority of Commercial Metals stock) will send a clear message to the Board that it is incumbent upon them to conduct a sales process to sell the Company NOW, and not take the risk that the past will be repeated. Shareholders have a unique opportunity right now to send a mandate to the Board - don't let this moment pass us by.
  • The best way to find out if the Company is worth more than $15 per share is to conduct a sales process, and we believe the only way to convince this Board to conduct a sales process is for them to see at least 40.1% of shares tendered.
  • If the Company conducts a sales process, our Tender Offer provides a $15 floor and is essentially a free option to you.
  • At any time prior to the expiration date of the Tender Offer (including as it may be extended), you have the power and the choice to reject our Tender Offer by withdrawing your shares from the Tender Offer allowing you to take advantage of a higher offer if such an offer emerges.
  • If the Board does not conduct a sales process and 40.1% of the shares are tendered into the Tender Offer, we will continue our proxy fight and take the Company to court in Delaware to fight for the ability to close the Tender Offer. Again, at any time prior to the expiration date of the Tender Offer (including as it may be extended), you have the power and the choice to reject our Tender Offer by withdrawing your shares from the Tender Offer.

We urge shareholders to promptly tender your shares into our Tender Offer prior to the current expiration date of 12:00 Midnight on January 10, 2012.

Tendering shareholders are reminded that if the conditions to the Offer, including the poison pill condition and the Delaware 203 condition are satisfied at the expiration date, then, if shareholders have not withdrawn their shares by the expiration date, the bidder will purchase their tendered shares in accordance with the terms of the Tender Offer.

About Icahn Enterprises L.P.
Icahn Enterprises L.P. (Nasdaq: 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
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, JAMES UNGER, STEVE MONGILLO, GEORGE HEBARD, HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP. AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF COMMERCIAL METALS COMPANY FOR USE AT ITS 2012 ANNUAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. ON OR ABOUT DECEMBER 22, 2011, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WAS MAILED TO STOCKHOLDERS OF COMMERCIAL METALS COMPANY AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.

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 WERE 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.

Contact: Susan Gordon (212) 702-4309


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