2nd UPDATE: Icahn Tells Amylin To Pursue Sale, Seeks Proxy Extension
April 04 2012 - 4:19PM
Dow Jones News
Activist investor Carl Icahn blasted the board of drug maker
Amylin Pharmaceuticals Inc. (AMLN) for reportedly rejecting a
takeover offer from Bristol-Myers Squibb Co. (BMY), arguing in an
open letter that the company should pursue a sale now.
Icahn, who owns a nearly 10% stake in Amylin, demanded Wednesday
that Amylin's board extend the window for shareholders to nominate
new directors and make proposals at the upcoming annual meeting. He
threatened legal action if Amylin didn't grant his demand by 5 p.m.
EDT Thursday.
"I and many industry analysts believe that the board of
directors should pursue a sale of the company now," Icahn wrote in
his letter to Amylin's board. "I believe there are more than a few
potential acquirers for the company that could achieve significant
synergies from an acquisition."
In a written statement Wednesday, Amylin said it disagreed with
Icahn's "characterizations" and believes "his allegations are
without merit." Amylin said its board is aware of its fiduciary
duties and is committed to acting in the best interests of all
stockholders. The board "continually" considers all options
available, the company said.
Icahn has a history of rattling his saber at small- and mid-cap
drug companies, among other stocks that he owns. He maneuvered to
become chairman of ImClone Systems, leading to that company's 2008
sale for $6.5 billion to Eli Lilly & Co. (LLY).
Icahn's letter to Amylin followed comments he made late Tuesday
on CNBC, in which he criticized Amylin for rejecting a reported
buyout offer of $22 per share, or $3.5 billion, from Bristol-Myers.
He suggested the company could command a higher price in a
sale.
Shares of Amylin, which makes diabetes drugs Byetta and
Bydureon, have surged more than 50% since Bloomberg News reported
on March 28 that Amylin had rejected an offer from Bristol, closing
Tuesday at $24.12. Neither company has confirmed that report.
Amylin shares traded 20 cents lower at $23.92 late Wednesday
afternoon.
Icahn also slammed Amylin's public offering on March 8 of 13
million shares, or about 10% of shares outstanding, that were
priced at $15.62 a piece, without disclosing the Bristol-Myers
offer. Icahn said Amylin granted options to executive officers with
an exercise price of $16.02 per share, or about 27% below the
reported offer of $22 per share from Bristol.
A spokeswoman for Bristol-Myers declined to comment
Wednesday.
In his letter, Icahn noted that the deadline has passed for
Amylin shareholders to provide notice to the company of their
intention to nominate directors and make other proposals at the
annual meeting. But he said that in light of the reported offer
from Bristol-Myers, the board should allow a new, 10-day period
ending April 16 during which shareholders could provide such
notice.
Icahn said that if Amylin fails to grant this extension, he will
seek legal action to extend the deadline, as well as "other avenues
of redress."
-By Peter Loftus, Dow Jones Newswires; +1-215-982-5581;
peter.loftus@dowjones.com
--Tess Stynes contributed to this article.
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