AND THEN THERE WAS ONE
Previously, Icahn's last victory came Oct. 20, when he won yet another board seat, this time for ally Peter Liebert, which left him just one seat short of a controlling majority.
- Ten days earlier, two Icahn foes stepped down from the Imclone board, two weeks after Icahn went public with cries for the ouster of half the board. Tuesday's news that chairman David Kies and William Crouse would step down came just one week after details emerged surrounding the stalled sale of the company in August.
New York-based ImClone said in a regulatory filing Wednesday, Oct. 4, that Icahn had refused last month to support a $36 a share buyout offer (from to Paris' Sanofi-Aventis SA according to the New York Times)--which carried a 32% premium to the company's stock at the time--bringing about the unfruitful end to a search for a buyer that began in January.
- Icahn responded with a filing of his own saying that if the board had thought the offer to be compelling, it should have approved it and tried to win stockholder' support. Then, as The Deal's Alex Lash pointed out, he took a dig of his own, saying:
"I believe that ImClone is worth more than $36 a share if it is run by competent people, including competent high-level management supervised by a competent Board of Directors."
ImClone's main beef seemed to have been that it believed Icahn was vying for control of the company without paying a premium to all shareholders. ImClone hired Lazard in January for a strategic review, which ended with no sale, but uber-activism from Icahn. Much has happened in the last three months.
- ImClone and Icahn said in a filing Aug. 23 they would nominate Icahn and three of his selections to the company's board at the Sept. 20 shareholder's meeting, to avoid a proxy fight.
- Icahn first called for the ouster of half the board including its Kies and interim chief executive Joseph Fischer, who he says are responsible for much of the company's troubles.
ImClone called his move a distraction.
- After Kies wasn't ousted at the company's annual shareholder meeting Sept. 20, Icahn turned to a consent solicitation, a way of waging a proxy fight without waiting for the next shareholder meeting. The solicitation begins when the company receives the first shareholder ballot, unless the company sets a record date, and the solicitation period lasts 60 days. ImClone does not forbid consent solicitations, as many other companies do.
- Through a letter filed Sept. 28, Icahn won the support of Legg Mason Inc. subsidiary CAM North America LLC, which owns 11% of ImClone's stock.
BIOTECH BLUES
Icahn isn't ImClone's only headache.
- Thousand Oaks, Calif. rival Amgen Inc. received FDA approval Sept. 27 to sell Vectibix, a colorectal cancer drug to compete with Erbitux, ImClone's sole marketed product.
- The news came just days after ImClone lost a key patent case which effectively erases the exclusivity it has enjoyed to the license behind Erbitux. ImClone said it would appeal the decision.
- Once installed, Icahn hammered the company for losing the patent battle.
- Interestingly enough, the FDA rejected Erbitux in 2001. ImClone Founder and then-chief executive Sam Waksal tipped off friends and family, which led to insider trading investigations and jail time for himself and Martha Stewart who was convicted of lying to investigators.
The company's shares have had a rough few months. Hovering near $29 apiece, they hit a 52-week low Oct. 3 of $26.96, nearly half way off a 52-week high of $43.08 a share back in May.--Carolyn Murphy
| Dealwatch executive summary |
The Date |
The Action |
| 10.25.06 |
Icahn wins control of ImClone's board. |
| 10.20.06 |
Icahn gains one more ImClone board seat. |
| 10.10.06 |
Kies and Crouse step down. |
| 10.04.06 |
ImClone says Icahn blocked the possible sale of the company; Icahn fires back. |
| 9.28.06 |
CAM North America throws its support to Carl Icahn. |
| 9.21.06 |
ImClone board votes to keep Kies. |
| 9.20.06 |
Icahn blasts ImClone for losing patent case. |
| 9.18.06 |
ImClone loses patent exclusivity on its only marketed drug. |
| 8.23.06 |
Icahn and friends will be nominated to ImClone's board. |
| 8.10.06 |
ImClone ends its strategic review. |
| 1.24.06 |
ImClose says it has launched a strategic review. |
Source: The Deal |
The battle for control of ImClone Systems Inc. seems to have come to an end. Activist investor Carl Icahn won his prize, control of the company as its latest chairman, while interim chief executive Joseph L. Fischer resigned his post and relinquished his own seat. The investor and the biotech had been duking it out over ImClone's fate, marking the latest chapter in the company's storied history.
