Carl Icahn finds Bristol-Myers' offer for ImClone Systems low

ImClone Systems Incorporated, in which Bristol-Myers wants to raise its 17-per cent  stake by acquiring the rest of the 83 per cent for $4.5 billion today said that its board of directors and large shareholders find the offer undevalued the firm. (See: Bristol-Myers Squibb to acquire ImClone Systems for $4.5-billion)

ImClone also stated that Icahn advised the bard that, in his capacity as a large stockholder, he was opposed to the Bristol-Myers offer because he believes that it greatly undervalues the company. In addition, ImClone indicated that other large stockholders of the company have given statements to the press indicating their opposition to the Bristol-Myers offer.

ImClone's board of directors had formed a committee to study the takeover offer and to retain advisors to advise it in determining the appropriate course of action.ImClone pointed out that its board of directors has been discussing the possibility of separating the company into its Erbitux and its pipeline businesses in order to maximise the value of the company.

Based upon preliminary internal data, and recognising that the pipeline products are in various stages of development, the board still believes that the company's pipeline business may be extremely valuable and significantly increase stockholder value as a separate business.

Carl Icahn, chairman of the ImClone board, said that he was pleased by Bristol-Myers CEO Jim Cornelius' statement to the press praising him for his contribution to ImClone during his tenure as chairman of the company.

However, Icahn also stated that he was disturbed that one of the directors on the ImClone Board who is the Bristol-Myers designee was privy to the information discussed at previous meetings concerning the potential separation of ImClone into two separate components and how this restructuring might enhance stockholder value.

Accordingly, the board is reviewing whether Bristol-Myers had access to confidential information concerning ImClone and its pipeline. Moreover, Icahn pointed out that ImClone has a pipeline antibody, IMC-11F8, under development which, if ultimately approved for sale, might have a significant competitive effect on Erbitux and that Bristol-Myers may have no rights to market that product under its agreements with the cmpany.