Clorox Board of Directors Unanimously Concludes Icahn's Revised Proposal Is Inadequate and Not in the Best Interest of Stockholders

The Clorox Company CLX today announced that the company's board of directors, in consultation with its independent legal and financial advisers, has unanimously determined that the revised unsolicited, conditional proposal to acquire Clorox, received on July 20, 2011, from Icahn Enterprises L.P. ("Icahn"), substantially undervalues the company and is not credible. The board reiterated that it is committed to continued stockholder value creation and regularly evaluates opportunities given the dynamic nature of the company's industry. The board remains open to considering any credible plan to create significant stockholder value. "Our board has carefully considered Mr. Icahn's revised proposal and concluded that it is inadequate and unlikely to be completed," said Lead Director Gary Michael. "The board also believes Mr. Icahn's revised proposal lacks detail and contains significant conditionality." The board believes that a credible proposal must deliver compelling value and certainty. A credible proposal includes, among other things, a fully underwritten debt commitment and clearly identified and adequate equity capital that in the aggregate would be sufficient to complete a transaction. In addition, a credible proposal should contain sufficient detail to demonstrate that it provides market-standard provisions that assure certainty of completion. Mr. Michael continued, "Our board believes that continuing to implement the company's centennial strategy is the best path to deliver value to stockholders. Evidence that this strategy is providing significant value includes that Clorox's three-year total stockholder return was 43 percent versus 10 percent for the S&P 500 and 34 percent for our comprehensive consumer packaged goods peer group.(1)Clorox has returned more than $2.6 billion in cash to stockholders in the form of dividends and share repurchases since fiscal year 2006,(2) and the company has doubled the dividend from $1.20 to $2.40 per diluted share in the past five years."