Lear shareholders reject Icahn deal

Lear Corp. shareholders today rejected a buyout by billionaire investor Carl Icahn. Lear CEO Robert Rossiter announced the defeat of the proposal after a vote at today’s annual shareholders meeting in Wilmington, Del. A company statement did not detail the voting results.

Last week Icahn increased his original offer of $36 a share, or $2.8 billion, to $37.25 a share, or $2.9 billion. Despite the increase, several influential shareholders said they would vote against the deal because they felt the long-term value of the company would be greater.

The rejection is a blow to Rossiter and Lear’s other senior managers, who promoted the Icahn deal to a special committee of the Lear board that approved it.

Dissident shareholder Richard Pzena, who spearheaded opposition to the Icahn offer, said last month that Rossiter deserved a board vote of no confidence if shareholders scuttled the proposed sale of the auto seating and electronics supplier. His firm, Pzena Investment Management LLC in New York, controls about 9 percent of Lear stock.

“Hopefully, management will focus on the business now and stop trying to do these kinds of transactions,” Pzena said in an interview today with Automotive News. He has argued that Lear’s future earnings will make it worth about $60 per share.

Pzena stood by his earlier position that senior managers should face a no-confidence vote by the board.

Last month, Pzena criticized the Icahn offer as a tiny premium on the stock price. And he was outspoken last week about Lear’s board agreeing to a $12.5 million cancellation fee for Icahn for the $100 million sweetener he added to the original buyout offer.

Pzena also raised the specter that senior management stood to benefit more than shareholders from the Icahn deal.

Rossiter, Lear President Douglas DelGrosso and CFO James Vandenberghe all stood to be hired by Icahn after the sale. Combined, they would have received more than $26 million for their Lear stock and options.

In a statement after the vote, Rossiter said management would continue to pursue a growth strategy put in place before the Icahn vote.

“At the time we entered into the merger agreement, we had a clear strategy and business plan for the future,” he said. “We will continue to execute that plan.”

Last month Lear spokesman Mel Stephens defended senior management, saying Rossiter had a 35-year career looking after the best interests of shareholders.

Stephens could not immediately be reached for comment.

Auto analyst Kevin Tynan said management need not “fall on their swords” and resign in the wake of the defeat. But it does owe stockholders an explanation why shareholders are more bullish about Lear’s prospects than a management willing to accept $37.25 a share for the company.

“You like to believe that management has more insight into a company than anybody,” said Tynan, of Argus Research Group in New York. “So what did they see out there that made them believe that the offer was the best deal they could get?”

Lear stock closed today at $37.50, up 60 cents a share, or 1.63 percent.

Lear, of suburban Detroit, ranks No. 7 on the Automotive News list of the top 100 global suppliers, with worldwide parts sales to the automakers of $17.84 billion in 2006.