Icahn sues Amylin, pushes for sale

Mon Apr 9, 2012 3:54pm EDT
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By Jonathan Stempel

(Reuters) - Carl Icahn sued Amylin Pharmaceuticals Inc to block enforcement of a bylaw that prevents the billionaire investor from launching a proxy fight that could lead to a sale of the maker of diabetes drugs.

Icahn, whose 8.94 percent stake has made him Amylin's third-largest shareholder, faulted the company for failing to reveal its rejection of a $3.5 billion unsolicited takeover bid, or $22 per share, from Bristol-Myers Squibb Co.

In a complaint filed in Delaware Chancery Court, Icahn urged that Amylin not be allowed to enforce a bylaw requiring shareholders to provide advance notice of board candidates.

The activist investor said shareholders deserve another chance to nominate directors who could push for a sale, given developments since the original January 25 deadline.

Based in San Diego, Amylin makes diabetes medications that include Bydureon, Byetta and Symlin.

"Amylin is at a crossroads -- it can be sold, now, at a significant premium, or it can continue to attempt to market its products, which may be lucrative if successful, but which entails substantial risk," the complaint said. "Stockholders of Amylin should be given the choice."

Icahn has a long history of activism in healthcare, including engineering a $6.5 billion sale of ImClone Systems Inc to Eli Lilly & Co and winning two board seats at biotechnology company Biogen Idec Inc.

"We believe Mr. Icahn's lawsuit is without merit," Amylin said in a statement. "Amylin's board is fully aware of its fiduciary duties, and is committed to always acting in the best interests of all stockholders."   Continued...

Investor Carl Icahn speaks at the Wall Street Journal Deals & Deal Makers conference, held at the New York Stock Exchange, June 27, 2007. REUTERS/Chip East