Carl Icahn ratcheted up the pressure on Amylin Pharmaceuticals
Inc. (AMLN) by filing a lawsuit against the drug maker in an effort
to extend its board-nomination deadline as the activist investor
continues to push for a sale of the company.
Icahn, who owns about 9% of Amylin's shares, last week demanded
that Amylin's board extend the window for shareholders to nominate
new directors and make proposals at the upcoming annual meeting. He
had threatened legal action if Amylin didn't grant his demand and
said Monday that his request was ignored.
Icahn's actions came after Amylin reportedly rejected a takeover
offer from Bristol-Myers Squibb Co. (BMY), a decision Icahn sharply
criticized.
"We believe Mr. Icahn's lawsuit is without merit," Amylin said
Monday. "Amylin's board is fully aware of its fiduciary duties and
is committed to always acting in the best interests of all
stockholders. The board continually considers all options available
and is relentlessly focused on creating the greatest value for our
stockholders."
Icahn argued that Amylin is at a crossroads and its shareholders
are entitled to nominate a new slate of directors committed to
pursuing a sale of the company. He said he also had formally
requested copies of Amylin's books and records so he could review
the details of the potential acquisition offer and the company's
recent stock offering and issuance of options to executives.
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 last week followed comments he made 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 the offer. Neither company has
confirmed that report.
Amylin shares were recently down 2.4% at $23.54. The stock has
more than doubled since the start of 2012.
-By Ben Fox Rubin, Dow Jones Newswires; 212-416-3108;
ben.rubin@dowjones.com