Icahn Affiliates to Make Tender Offer for Shares of WCI Communities, Inc. at $22.00 Per Share

    NEW YORK, March 13 /PRNewswire/ -- Carl Icahn today announced that his
 affiliated entities, High River Limited Partnership and entities managed by
 Icahn Management LP, intend to initiate an "any and all" tender offer, not
 subject to any minimum condition, for the common stock of WCI Communities,
 Inc. at $22.00 per share.
     Closing of the tender offer will be subject to, among other things, the
 redemption of the Company's recently adopted "poison pill" by the board.
 Mr. Icahn indicated that to the extent the current board prevents the
 conditions from being satisfied, he intends to leave the tender offer open
 and intends that our proposed nominees, if elected, would, subject to their
 fiduciary duties, cause the conditions to be met so that the $22.00 "any
 and all" tender offer can be consummated. The tender offer will not be
 subject to due diligence or financing.
     Mr. Icahn stated that, "we believe that the board and CEO of WCI have
 not enabled the Company to maximize the potential of its unique set of
 assets which trade at a discount to their GAAP book value. If elected, we
 expect our slate, in a manner consistent with their fiduciary duties, to
 ensure these unique assets are properly marshaled through the current
 residential housing industry downturn."
     WCI's board and CEO have stated emphatically and more than once that
 now is not the time to sell the Company. Mr. Icahn commented, "This is one
 of the very few times that management has been correct about anything." Mr.
 Icahn continued, "While clearly now is not the right time to sell, in my
 opinion Mr. Starkey and the current board are not qualified to navigate WCI
 through the difficult industry conditions that lie ahead. We question
 whether Mr. Starkey and the current board have the ability or the expertise
 to take advantage of the complex strategic opportunities that I believe may
 present themselves. Additionally, mergers, including the possible sale of
 the company in the future at the right time and price, may be overlooked by
 the current board."
     Carl Icahn concluded that "this tender offer will be in the best
 interests of all shareholders in that it would provide immediate liquidity
 at a premium for those shareholders who are concerned with the current
 housing industry downturn while also providing the opportunity for those
 shareholders who, like us, believe in the long-term prospects of the
 company to realize any potential upside."
     IMPORTANT INFORMATION: HIGH RIVER LIMITED PARTNERSHIP AND THE ENTITIES
 MANAGED BY ICAHN MANAGEMENT LP HAVE NOT YET COMMENCED THE TENDER OFFER
 REFERRED TO IN THIS PRESS RELEASE. UPON THE COMMENCEMENT OF ANY TENDER
 OFFER, THEY WILL FILE A TENDER OFFER STATEMENT WITH THE SECURITIES AND
 EXCHANGE COMMISSION. THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
 ABOUT THE TENDER OFFER AND SHOULD BE READ BY SECURITY HOLDERS. IF THE
 TENDER OFFER IS COMMENCED, ONE WILL BE ABLE TO OBTAIN AT NO CHARGE (I) THE
 TENDER OFFER STATEMENT AND OTHER DOCUMENTS WHEN THEY BECOME AVAILABLE ON
 THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV, AND
 (II) THE OFFER TO PURCHASE AND ALL RELATED DOCUMENTS FROM THE OFFERORS.
     SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
 DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS
 AFFILIATES FROM THE STOCKHOLDERS OF WCI COMMUNITIES, INC. FOR USE AT ITS
 ANNUAL MEETING WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
 IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS
 IN ANY SUCH PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY
 STATEMENT AND A FORM OF PROXY WHICH WILL BE MAILED TO STOCKHOLDERS OF WCI
 COMMUNITIES, INC. AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND
 EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING
 TO THE POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS
 CONTAINED IN EXHIBIT 1 TO THE SCHEDULE 14A FILED WITH THE SECURITIES AND
 EXCHANGE COMMISSION ON FEBRUARY 16, 2007.
 
 

SOURCE Carl Icahn