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CNBC Exclusive: CNBC Transcript: Icahn Enterprises Chairman Carl Icahn Speaks with CNBC's Scott Wapner on "Fast Money Halftime Report" Today

Monday, 9 Sep 2013 | 2:22 PM ET

When: Today, Monday, September 9th

Where: CNBC's "Fast Money Halftime Report"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Carl Icahn, Icahn Enterprises Chairman. Following is a link to the interview on CNBC.com: http://video.cnbc.com/gallery/?video=3000197647&play=1.

All references must be sourced to CNBC.

SCOTT WAPNER: WE ARE ALSO TALKING ABOUT DELL TODAY BECAUSE CARL ICAHN HAS SENT OUT A LETTER TO INVESTORS BASICALLY SAYING WE ARE THROWING IN THE TOWEL, THERE IS NO MORE THAT CAN BE DONE, WE FOUGHT THE GOOD FIGHT AND NOW IT IS TIME TO MOVE ON. WE MENTIONED THAT CARL AGREED TO COME ON THE PHONE AND I BELIEVE HE IS JOINING US NOW. CARL, YOU THERE?

CARL ICAHN: YEAH, I'M HERE.

WAPNER: WELCOME. THANKS FOR CALLING IN. I BADGERED YOU ENOUGH SO I APPRECIATE YOU MAKING THE PHONE CALL.

ICAHN: YEAH, YOU CERTAINLY CALLED MY NUMBER A NUMBER OF TIMES.

WAPNER: IT IS A POPULAR NUMBER IN MY ROLODEX, WHAT CAN I SAY. WHY NOT FIGHT ON WITH DELL? WHY BOW OUT NOW?

ICAHN: WELL, WE FIGURED THAT WE CAN'T WIN. IT WAS JUST TOO DIFFICULT. I WILL TELL YOU THIS, WE TRIED AND AT LEAST HAVE THE SOLACE TO KNOW THAT WE GOT ALL THE SHELVES – THAT'S ANOTHER 600,700 MILLION IN MY CALCULATION WITH THE DIVIDEND – SO WE DID THE WORK THE BOARD SHOULD HAVE BEEN DOING. I'VE NEVER SEEN A SITUATION THAT POINTS OUT THE NEED FOR BETTER CORPORATE GOVERNANCE IN THIS COUNTRY. I MEAN IT IS ONE THING TO LOSE, BUT IT IS ANOTHER THING TO LOSE IN THIS WAY WHERE AS BARON SAID, IT WAS WORTHY OF SOMETHING VLADIMIR PUT IN WOULD HAVE DONE, THE WAY THEY HANDLED THIS WHOLE THING.

WAPNER: YEAH YOU'LL MAKE OUT OKAY AT THE END OF THE DAY, RIGHT? SHAREHOLDERS GOT A LITTLE MORE MONEY AT THE END OF THE DAY. I GUESS YOU'LL MAKE OUT ALL RIGHT, TOO. IN A SENSE, I KNOW IT'S HARD TO THINK OF IT THIS WAY, YOU DID WIN EVEN THOUGH YOU LOST.

ICAHN: WELL, IN A SENSE WE WON. I THINK THIS POINTS UP THE NEED FOR MUCH BETTER CORPORATE GOVERNANCE IN THIS COUNTRY. WE PRIDE OURSELVES IN SETTING EXAMPLES FOR THE REST OF THE WORLD, CONCERNING MORALITY, EVEN CONCERNING DEMOCRACY. HERE WE HAVE A DICTATORSHIP IN OUR CORPORATES. AND THE SAD PART IS, THAT I THINK OUR COMPANIES WOULD BE SO MUCH BETTER AND WE'D BE SO MUCH MORE PRODUCTIVE AND I THINK IT WOULD SATISFY THE NEED FOR HAVING MORE JOBS IF OUR CORPORATIONS WERE BETTER. BUT THEN THERE'S NO ACCOUNTABILITY. I TELL YOU, SCOTT, I CAN UNDERSTAND MICHAEL DELL'S ACTIONS. I CAN UNDERSTAND SELF-INTEREST. BUT I CAN'T UNDERSTAND A BOARD THAT'S SUPPOSED TO HAVE A FIDUCIARY OBLIGATION TO SHAREHOLDERS TO JUST THROW IT AWAY THE WAY THEY DID IT. AND NOT REALLY HAVE A GO SHOP. MORE THAN THAT, WHEN WE REALLY TRIED TO MAKE A BID AND WE WORKED ON MAKING A BID AND I CAN TELL YOU, WE REALLY TRIED TO WORK WITH ALEX MANDOLA, THE SO-CALLED HEAD OF THE INDEPENDENT COMMITTEE THAT PRIDES HIMSELF OF NEGOTIATION IN THE WALL STREET JOURNAL, NOT ONLY WEREN'T THEY REALLY INTERESTED IN MY OPINION BUT OFFERED ME 25 MILLION TO GO AWAY. LIKE I TOLD "THE WALL STREET JOURNAL," IT'S LIKE GOING TO SOTHEBY'S OR CHRISTY'S TO BUY A PAINTING AND THE AUCTIONEER TELLS YOU HEY YOU SHOULD NOTICE MR ICAHN HOW SCRATCHED UP THE PAINTING IS WHY WOULD YOU WANT TO BID AND HERE'S 25 MILLION TO GO AWAY. THAT'S HOW HORRENDOUS THIS IS.

WAPNER: THEY CHANGED THE RULES ON YOU CARL TOWARDS THE END, RIGHT? THEY CHANGED THE RULES, DELL WAS THE ORCHESTRATER OF THAT. WHY IN THE LETTER DO YOU SAY YOU CONGRATULATE THEM AND INTEND TO CALL THEM AND WISH THEM GOOD LUCK? AREN'T YOU MAD AS HELL AND YOU AREN'T GOING TO TAKE IT ANYMORE?

ICAHN: WELL LET ME SAY THISN THE LETTER, I BELIEVE THE COUNTRY HAS TO HAVE A RULE OF LAWS. THAT'S ONE OF THE REASONS WHY…AND IN THE LAWS OF DELAWARE, BELIEVE IT OR NOT, THEY REALLY DIDN'T VIOLATE ANY LAWS AS THE JUDGE SAID. AND IT IS JUST SAD COMMENTARY ON THE LAWS OF DELAWARE. THE POINT IS, I CONGRATULATED NOT THE BOARD, I CONGRATULATED MICHAEL DELL. I MEAN LISTEN IF HE COULD GET IT FOR THE PRICE HE DID AND CONTROLTHE BOARD THE WAY HE DID, HEY, CONGRATULATIONS TO HIM. I WISH HIM LUCK. HE MAY NEED LUCK IN THAT COMPANY. I WILL SAY THIS. IF YOU DON'T GET THE RIGHT GUYS TO RUN IT. THAT'S NOT THE POINT. THE POINT IS, WHY DO WE HAVE THESE LOCAL RULES?

WAPNER: HAVE YOU SPOKEN WITH HIM YET?

ICAHN: NO, I HAVEN'T. I HAVEN'T. I'VE BEEN BUSY TALKING TO YOU.

WAPNER: YOU HAVE.

ICAHN: YOU CALLED ME SO MANY DAMN TIMES.

WAPNER: WILL YOU LET US KNOW, WHO WAS YOUR CEO GOING TO BE IF YOU WERE ABLE TO WIN THIS?

ICAHN: I'M NOT GOING TO MENTION NAMES BUT I WILL TELL YOU IT WAS A STRANGE THING, TOO. BECAUSE IN ALL THESE OTHER COMPANIES I'VE BEEN IN AND WE'VE GOTTEN GREAT CEOs. I BROUGHT IN SANJAY JHA AT MOTOROLA, CHESAPEAKE. I CAN NAME TEN OF THESE BIOGEN . AND HOW WELL WE DID WHEN WE BROUGHT IN NEW CEOS. IN THIS CASE, SOUTHEAST AND I WEREVERY CLOSE TO GETTING ONE TOP NAMED GUY, EXTREMELY CLOSE. IN FACT HE EVEN AGREED TO DO IT. AND AT THE END, FOR SOME STRANGE REASON, AND I'M CERTAINLY NOT CASTING DISPERSIONS, HE JUST GAVE UP ON IT SUDDENLY AND IF WE HAD BROUGHT HIM IN I THINK WE WOULD HAVE RAISED THE BID AND I THINK IT WOULD HAVE BEEN A DIFFERENT STORY. BUT RIGHT NOW ARBITRAGE LAWS OWN MOST OF THE STOCK WHEN I SAY MOST 22%, 23% WHICH IS A HUGE AMOUNT, AND I THINK ARBITRAGE LAWS WE TALKED TO THEM WOULD HAVE GONE WITH US IF WE HAD SOMEBODY TO RUN IT. CAUSE THEN THE STUB THEY WOULD HAVE GOTTEN WOULD HAVE BEEN WORTH MORE. BUT SUFFICE IT TO SAY, I THINK ALL THE BOARD HAD TO DO IN THIS CASE, THIS IS WHY IT IS SO HORRENDOUS, ALL THE BOARD HAD TO DO WAS AT LEAST MAKE THE MEETING. I DON'T WANT TO GET INTO ARCAIN AREAS HERE BUT YOU CAN MAKE THE MEETING AT THE SAME TIME OF THE VOTE,THE SEPTEMBER 12th VOTE. I THINK DELL WOULD HAVE PAID MORE FOR IT THAN THEY EVEN DID. I MEAN, WE DID THE WORK FOR THE BOARD. THE BOARD SAT BACK AND TOOK -- AND DELL SAID, WELL, THIS IS MY BEST AND FINAL OFFER. THE BOARD ACCEPTED IT AND THAT WAS THAT. AND I THINK THE LAWS MUST BE CHANGED. THAT'S ONE OF THE REASONS I'M SO INTO DOING TWITTER. BECAUSE I THINK THERE'S FINALLY AN AVENUE AND PLATFORM WHERE SHAREHOLDERS CAN REALLY RISE UP AND SAY SOMETHING. I MEAN, HERE YOU HAVE THE BUSINESS ROUNDTABLE THAT USES SHAREHOLDER MONEY TO JUST PROTECT THEMSELVES.

WAPNER: RIGHT.

ICAHN: AND BECOME UNACCOUNTABLE. SO YOU KNOW, THIS TWITTER ACCOUNT THAT I'M REALLY EXCITED ABOUT--

WAPNER: I KNOW YOU ARE. I KNOW.

ICAHN: AND YOU KNOW, WE'RE GOING TO GIVE INVESTMENT INSIGHTS BUT ALSO TALK ABOUT ALL THESE THINGS HAPPENING AND HOPE WE CAN GET SOME KIND OF A GRASS ROOTS THING GOING.

WAPNER: LET'S STAY ON TWITTER FOR A MOMENT. BECAUSE ONE OF YOUR LAST TWEETS WAS THAT YOU WERE PLANNING TO HAVE DINNER THIS MONTH WITH TIM COOK. HAVE YOU HAD THAT DINNER YET.

ICAHN: WE HAVE NOT HAD THAT DINNER BUT THOSE WHO FOLLOW ME ON TWITTER ON THAT ONE, ARE UP 50 POINTS NOW. WE ARE GIVING INSIGHTS, I'M HOPING MY FOLLOWERS WILL DO WELL IN OTHER THINGS. I'M HOPING TO GET MORE FOLLOWERS AND WE'RE HOPING TO DO A LOT MORE AS FAR ASCORPORATE GOVERNANCE GOES. THIS IS THE QUINTESSENTIAL EXAMPLE OF WHY, IN THIS COUNTRY, YOU REALLY DON'T HAVE DEMOCRACY IN THE CORPORATE AREA. WE STAND AS AN EXAMPLE FOR THE REST OF THE WORLD. HERE WE ARE, IT'S VERY HARD TO BREAK IN AGAINST THE BUSINESS ROUNDTABLE. WE'LL SET UP A SHAREHOLDER SQUARE TABLE.

WAPNER: WHEN IS YOUR DINNER WITH MR. COOK OF APPLE?

ICAHN: I DON'T WANT TO SAY. BUT IT'S THIS MONTH.

WAPNER: OKAY. BIG ANNOUNCEMENT EXPECTED TOMORROW. YOU SAID ALSO IN YOUR TWEET THAT TIM BELIEVES IN THE BUY BACK AND IS DOING ONE. WHAT YOU'LL DISCUSS IS THE MAGNITUDE. WHAT MAKES YOU BELIEVE THAT HE'S WILLING TO DO AN EVEN BIGGER BUY BACK THAN HE'S ALREADY DOING --

ICAHN: I DON'T THINK I SAID A BIGGER ONE. HE SIMPLY SAID -- I DON'T WANT TO PUT WORDS INTO HIS MOUTH --HE AGREES BUY BACKS ARE GOOD AND HE MENTIONED THAT HE'S DOING ONE. WE'RE GOING TO DISCUSS IT. I DON'T WANT TO SAY ANY MORE THAN WHAT I'VE SAID. I BELIEVE APPLE IS A VERY UNDERVALUED SITUATION JUST ON THE NUMBERS. LET'S EVEN FORGET THE TECHNOLOGY WHICH I THINK THEY HAVE THE GREAT NAME AND THEY HAVE GREAT STUFF. BUT IF YOU JUST FORGET ABOUT IT, YOU LOOK FOR THESE NO-BRAINERS WHEN YOU INVEST. I THINK APPLE IS. I THINK APPLE HAS -- IF YOU JUST LOOK AT THE NUMBERS, LOOK AT THE MULTIPLES THAT ARE GOING ON, LOOK AT THE GREAT CASH FLOW THEY HAVE. YOU REALLY HAVE A LOT OF PROTECTION ON THE DOWN SIDE. IT WAS LIKE NETFLIX WAS WHEN YOU FIRST BOUGHT IS AT 58 LESS THAN A YEAR AGO. IT'S AMAZING. THAT WAS A NO-BRAINER. ALL THESE ANALYSTS, A LOT DIDN'T UNDERSTAND YOU HAVE 2.5 BILLION COMING IN THERE. IT WAS THE SAME CONCEPT IF YOU MIGHT.

WAPNER: SOME SAY RIGHT NOW,CARL, IT'S PROBABLY A NO-BRAINER TO TAKE SOME OFF ON NETFLIX GIVEN THE WAY THAT STOCK HAS RUN. HAVE YOU TAKEN ANY OFF? HAVE YOU SOLD A SHARE OF NETFLIX.

ICAHN: WE HAVE NOT SOLD A SHARE. I DON'T LIKE TO TALK ABOUT MY PORTFOLIO BUT PEOPLE KEEP USING THAT, AND SAYING ICAHN'S SELLING. I THINK THE SHORT SELLERS KEEP SAYING IT SO I'LL JUST SAY WE HAVEN'T SOLD ANYTHING AND AT THIS POINT WE DON'T INTEND TO. I THINK THE CONCEPT IS SO GREAT, IT'S VERY HARD FOR THEM TO BREAK IN ON THAT. TO, YOU KNOW, STOP THAT.

WAPNER: YOU UPPED YOUR STAKE IN NUANCE WHICH PEOPLE KNOW IS THE VOICE RECOGNITION COMPANY. WHAT'S YOUR GAME THERE? THERE ARE PEOPLE SPECULATING THAT YOU'D LOVE FOR APPLE TO BUY NUANCE. YOU'VE GOT A PLAY ON BOT.

ICAHN: WE'RE CERTAINLY NOT GOING TO TALK ABOUT THAT. I THINK THAT'S A LITTLE FAR FETCHED. I THINK NUANCE IS A GREAT COMPANY, WE THINK SO. YOU KNOW, FOR INSTANCE, IN A LOT OF THEAPPLICATIONS GOING ON WITH APPLE, I THINK NUANCE WILL BE FOREFRONT TO THAT. THE MOST IMPORTANT THING WITH NUANCE IS WITH THE HOSPITALS, THE HEALTH CARE. WHERE THEY'RE THE VOICE, SO TO SPEAK, LITERALLY. THEY HAVE GREAT TECHNOLOGY AND THERE AGAIN, IT'S A COMPANY THAT ISN'T UP. I UNDERSTAND WHAT YOU'RE SAYING, OKAY ,SOME OF THESE OTHER STOCKS HAVE SORT OF RUN HIGH BUT NUANCE CERTAINLY HASN'T IN MY OPINION.

WAPNER: CARL --

ICAHN: YEAH I WILL JUST SAY TO YOU, AGAIN, THAT I THINK IF THIS -- I JUST WANT TO KEEP BEATING THIS, HOW DO YOU HAVE CORPORATE GOVERNANCE AND SAY IT'S A CORPORATE DEMOCRACY WHEN YOU'RE OFFERED 25 MILLION TO GO AWAY AND YOU CHANGE THE RULES OF THE VOTING, AGAIN,THIS INDEPENDENCE -- SO-CALLED INDEPENDENT BOARD, YOU KNOW, JUST WOULDN'T EVEN LISTEN TO OTHER BIDS, IN MY OPINION. I REALLY THINK THAT THE SHAREHOLDERS REALLY – EVEN THOUGH WE GOT AN EXTRA 500, 600, 700 MILLION, THEY GOT TREMENDOUSLY SHORTCHANGED. I'M HOPING WE CAN CHANGE SOME OF THE RULES ON THIS STUFF SOONER OR LATER. THAT'S WHY I HOPE TO BUILD THAT PLATFORM.

WAPNER: CARL, THANKS SO MUCH FOR CALLING IN. WE'LL BE FOLLOWING YOU ON TWITTER FOR YOUR NEXT MOVE.

ICAHN: ALL RIGHT. I'M SURE WE'LL BE TALKING ABOUT. YOU'LL BE CALLING ME. I'M GOING TO CHANGE MY PHONE NUMBER. SO LONG, SCOTT.

WAPNER: BE WELL.


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