ImClone (IMCL) Said $36 Offer Refused Due to Icahn
In an SEC filing, ImClone (Nasdaq: IMCL) disclosed a letter to shareholders discussing Carl Icahn and what they say is his attempt to gain control of the company. Icahn is soliciting written consents from stockholders seeking to remove six members of the company's board of directors.
The company said if Icahn succeeds, he and a handful directors, who were selected by and have ties to him, would constitute a majority of ImClone Systems’ directors, which the current Board believes would give Mr. Icahn control of the Company.
The company also said that a few weeks ago a potential acquirer told them that they would be prepared to make an offer to acquire the Company for $36 per share in stock if Mr. Icahn would support it, but he refused.
A Copy of the Letter:
"Fellow Stockholders:
By now you may be aware that Carl Icahn, together with his employee and affiliates, is soliciting written consents from ImClone Systems’ stockholders seeking to remove without cause six members of your duly-elected Board of Directors and appoint one nominee handpicked by Mr. Icahn.
If he succeeds, Mr. Icahn and a handful directors who were selected by and have ties to him would constitute a majority of ImClone Systems’ directors, which your Board believes would give Mr. Icahn control of your Company. In exchange for that control position, Mr. Icahn is not offering to purchase any shares from you, and he is not offering to pay any control premium to you or any other ImClone Systems stockholders.
While he has persistently criticized the management of ImClone Systems, Mr. Icahn proposes no business strategy to put in place in the event he is successful in seizing control of your Company. Mr. Icahn and three directors recommended by him recently joined your Board and already have the ability to meaningfully influence the Company’s strategy and direction. But rather than participating as part of a Board that represents all stockholders, Mr. Icahn is asking you to trust him to do a better job on your behalf. We urge you to ask yourself whether you trust Carl Icahn to control the future of your Company.
Mr. Icahn fails to tell you that only a few weeks ago he asked the Board to waive Section 203 of the Delaware General Corporation Law, which would have facilitated him buying more than 15% of the Company’s common stock without first making a tender offer to all stockholders. He fails to tell you that the directors he now seeks to remove refused to grant him this waiver.
Mr. Icahn also fails to tell you that when a proposed acquirer told the Company a few weeks ago that it would be prepared to make an offer to acquire the Company for $36 per share in stock if Mr. Icahn would support it, he refused.
Mr. Icahn says he wants the Board to find a permanent Chief Executive Officer, but fails to tell you that he, one of his employees and one of the directors he proposes remain on the Board already constitute three of the six members of the committee tasked to find the new Chief Executive Officer.
By a majority vote, your Board determined that, although control of the Board may be in the best interests of Mr. Icahn and his affiliates, it would not be in the best interests of all stockholders.
We urge you to reject this maneuver by Mr. Icahn, who owns less than 15% of the outstanding stock, to remove six members of your Board and take over effective control of your Company and its future. The directors Mr. Icahn seeks to remove have extensive experience and knowledge of the Company and the biotechnology industry—knowledge that would be lost if Mr. Icahn is successful. Your Board is committed to acting in your best interests and believes that a balanced Board is better positioned than one dominated by Mr. Icahn to maximize long-term value for all stockholders.
You can reject Mr. Icahn’s efforts to take control of your Company. First, do not sign Mr. Icahn’s consent card. Second, if you have previously signed a [white] consent card, you may revoke that consent by signing, dating and mailing the enclosed [ ] Consent Revocation Card immediately. Finally, even if you have not signed Mr. Icahn’s consent card, you can show your support for your Board by signing, dating and mailing the enclosed [ ] Consent Revocation Card. Regardless of the number of shares you own, your revocation of consent is important. Please act today.
Thank you for your continued support.
Very truly yours,
The company said if Icahn succeeds, he and a handful directors, who were selected by and have ties to him, would constitute a majority of ImClone Systems’ directors, which the current Board believes would give Mr. Icahn control of the Company.
The company also said that a few weeks ago a potential acquirer told them that they would be prepared to make an offer to acquire the Company for $36 per share in stock if Mr. Icahn would support it, but he refused.
A Copy of the Letter:
"Fellow Stockholders:
By now you may be aware that Carl Icahn, together with his employee and affiliates, is soliciting written consents from ImClone Systems’ stockholders seeking to remove without cause six members of your duly-elected Board of Directors and appoint one nominee handpicked by Mr. Icahn.
If he succeeds, Mr. Icahn and a handful directors who were selected by and have ties to him would constitute a majority of ImClone Systems’ directors, which your Board believes would give Mr. Icahn control of your Company. In exchange for that control position, Mr. Icahn is not offering to purchase any shares from you, and he is not offering to pay any control premium to you or any other ImClone Systems stockholders.
While he has persistently criticized the management of ImClone Systems, Mr. Icahn proposes no business strategy to put in place in the event he is successful in seizing control of your Company. Mr. Icahn and three directors recommended by him recently joined your Board and already have the ability to meaningfully influence the Company’s strategy and direction. But rather than participating as part of a Board that represents all stockholders, Mr. Icahn is asking you to trust him to do a better job on your behalf. We urge you to ask yourself whether you trust Carl Icahn to control the future of your Company.
Mr. Icahn fails to tell you that only a few weeks ago he asked the Board to waive Section 203 of the Delaware General Corporation Law, which would have facilitated him buying more than 15% of the Company’s common stock without first making a tender offer to all stockholders. He fails to tell you that the directors he now seeks to remove refused to grant him this waiver.
Mr. Icahn also fails to tell you that when a proposed acquirer told the Company a few weeks ago that it would be prepared to make an offer to acquire the Company for $36 per share in stock if Mr. Icahn would support it, he refused.
Mr. Icahn says he wants the Board to find a permanent Chief Executive Officer, but fails to tell you that he, one of his employees and one of the directors he proposes remain on the Board already constitute three of the six members of the committee tasked to find the new Chief Executive Officer.
By a majority vote, your Board determined that, although control of the Board may be in the best interests of Mr. Icahn and his affiliates, it would not be in the best interests of all stockholders.
We urge you to reject this maneuver by Mr. Icahn, who owns less than 15% of the outstanding stock, to remove six members of your Board and take over effective control of your Company and its future. The directors Mr. Icahn seeks to remove have extensive experience and knowledge of the Company and the biotechnology industry—knowledge that would be lost if Mr. Icahn is successful. Your Board is committed to acting in your best interests and believes that a balanced Board is better positioned than one dominated by Mr. Icahn to maximize long-term value for all stockholders.
You can reject Mr. Icahn’s efforts to take control of your Company. First, do not sign Mr. Icahn’s consent card. Second, if you have previously signed a [white] consent card, you may revoke that consent by signing, dating and mailing the enclosed [ ] Consent Revocation Card immediately. Finally, even if you have not signed Mr. Icahn’s consent card, you can show your support for your Board by signing, dating and mailing the enclosed [ ] Consent Revocation Card. Regardless of the number of shares you own, your revocation of consent is important. Please act today.
Thank you for your continued support.
Very truly yours,
posted by Lon at 11:02 PM
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