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Oshkosh Rejects Icahn and Builds Its Defenses

The Oshkosh Corporation would like Carl C. Icahn to take a hike.

The truck maker rejected Mr. Icahn's $3 billion unsolicited takeover bid on Friday, deeming it too low. It also adopted a poison pill to protect itself against further moves by the billionaire investor.

The company's board also called on investors not to participate in Mr. Icahn's tender offer of $32.50 a share.

“Our board of directors unanimously concluded that Mr. Icahn's unsolicited, inadequate, highly conditional and opportunistic offer significantly undervalues Oshkosh and is not in the best interests of all Oshkosh shareholders,” Richard M. Donnelly, Oshkosh's chairman, said in a statement.

Mr. Icahn, who owns a roughly 10 percent stake in Oshkosh, has been a persistent critic of the company for some time. He is seeking not only to build his stake above 50 percent, but also seats on the truck maker's board.

The company is asking investors to put their faith in managemen t's own plan to improve its stock price, a strategy that includes spending cuts and divesting itself of lower-margin businesses.

Mr. Icahn has called on Oshkosh to spin off JLG Industries, a construction equipment maker, to improve its value. But the company called such a move “ill-advised” on Friday.

In a letter to shareholders on Friday, Oshkosh added that Mr. Icahn tried last year to force a merger of the company with Navistar International, another truck maker. That transaction would have been disastrous, the Oshkosh board wrote, pointing to a steep plunge in Navistar's stock price this year.

“Where Mr. Icahn has offered flawed, contradictory, self-interested and unproductive proposals, the Oshkosh board and management team have outlined a clear strategy and are delivering upon it,” Mr. Donnelly and Charles Szews, the company's chief executive, wrote.

Shares in Oshkosh were up slightly in early morning trading on Friday, at $29.95.