Icahn Tells Amylin To Pursue Sale, Seeks Proxy Extension
04/04/2012| 04:04pm US/Eastern
--Icahn blasts Amylin board for reported rejection of Bristol-Myers takeover offer
--Activist investor says Amylin should pursue a sale
--Icahn seeks extension of deadline for nominating new directors
(Adds Amylin comments in fourth paragraph, and updates stock price.)
By Peter Loftus
Activist investor Carl Icahn blasted the board of drug maker Amylin Pharmaceuticals Inc. (>> Amylin Pharmaceuticals, Inc.) for reportedly rejecting a takeover offer from Bristol-Myers Squibb Co. (>> Bristol Myers Squibb Co.), 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; firstname.lastname@example.org
--Tess Stynes contributed to this article.