The Icahn deal is worth $5.3 billion including assumed debt. It is expected to close by the end of the second quarter, subject to stockholder approval.
Pzena Investment Management, Lear's second-largest shareholder, opposed the Icahn offer and said Lear should be valued at closer to $60 per share. A Pzena representative was not immediately available to comment on Friday.
Icahn, who owns nearly 16% of Lear's shares, disclosed his cash offer for the rest of the shares earlier this week. He holds nearly 12 million of the roughly 76.3 million shares outstanding at the end of 2006.
The deal with Icahn affiliate American Real Estate Partners includes a break-up fee if Lear accepts a superior proposal. Lear also may respond to unsolicited offers.
Southfield, Michigan-based Lear, which produces auto seats, interiors and electronics, would no longer be publicly traded after the deal is completed with Icahn. Senior management, including Chief Executive Bob Rossiter, would remain in place.