Icahn Sues Amylin Pharmaceuticals Asking for Books, Records

Billionaire investor Carl Icahn sued Amylin Pharmaceuticals Inc. (AMLN) demanding records related to a $3.5 billion takeover offer by Bristol-Myers Squibb Co. (BMY) as he seeks to start a proxy fight against Amylin’s board.

Icahn, Amylin’s third-largest investor, is seeking records about the directors’ “evaluation and rejection of the Bristol- Myers proposal,” according to a lawsuit filed today in Delaware Chancery Court. Earlier this week, Icahn filed a separate suit aimed at bylaws that hamstrings investors from seeking to vote out current directors.

“Amylin has flatly refused to provide any books and records in response” to Icahn’s request, lawyers for the billionaire said in the suit.

Icahn, who has targeted at least seven drug companies in the past five years, has threatened a proxy fight over the Amylin board’s rejection of the $22-per-share Bristol-Myers offer and urged the drugmaker to pursue a sale.

Amylin officials turned down the $3.5 billion offer in February, two people familiar with the bid told Bloomberg News on March 28. The San Diego, California-based company has never confirmed the offer.

Shareholder Value

“This is merely an attempt by Mr. Icahn to second-guess the business judgment of Amylin’s board of directors, and as such, his lawsuit is without merit,” Alice Izzo, an Amylin spokeswoman, said in an e-mailed statement today.

Amylin rose 52 cents, or more than 2 percent to $24.28 in Nasdaq composite trading today. The shares are up nearly 58 percent since March 27, the day before Bristol-Myers’s bid was reported.

Icahn has been critical of Amylin’s directors, saying in an April 4 letter the board is “dysfunctional and is not operating in a manner that enhances shareholder value.”

He also cited Amylin’s public offering of 13 million common shares and its issuance of stock options to company executives at $16 a share as concerns.

Along with records about the board’s handling of the Bristol-Myers offer, Icahn is seeking documents about share offering and executive stock grants.

Icahn contends that he “has a credible basis for suspecting wrongdoing that supports” the request for records, according to the suit.

The case is Icahn v. Amylin, CA7418, Delaware Chancery Court (Wilmington).

To contact the reporters on this story: Phil Milford in Wilmington, Delaware, at pmilford@bloomberg.net; Jef Feeley in Wilmington at 7615 or jfeeley@bloomberg.net.

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net.

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