ImClone takes dim view of offer

NEW YORK — ImClone Systems' board of directors said Monday cancer-drug partner Bristol-Myers Squibb's $4.5 billion buyout offer "substantially undervalues" the company, with Chairman Carl Icahn personally against the deal.

Despite calling the bid too low, ImClone stopped short of rejecting it and said its board formed a committee to weigh the offer. The board said it is considering splitting the company into two units to focus on cancer drug Erbitux and its developing pipeline separately.

The companies are partners on the colon- and head-and-neck-cancer treatment Erbitux. They are also currently developing the drug as a lung-cancer therapy.

"As we stated last week, we believe we've made a fair offer and we look forward to a response from ImClone's board on that offer," Bristol-Myers spokeswoman Tracy Furey said.

Analysts and investors both expected a cold response from ImClone as many view Erbitux and the company's pipeline as more valuable than the buyout offer implies. Shares have reflected this, consistently trading above the offer price.

Bristol-Myers is offering $60 per share, a 30 percent premium to ImClone's stock price before the offer, made on Thursday.

"While the news regarding a potential ImClone restructuring was unexpected, ImClone's response to the initial Bristol-Myers offer was not," Thomas Weisel Partners analyst Stephen Willey said in a statement.

Icahn, who is also one of the company's largest stockholders, is personally against the deal, according to a statement from ImClone. He is also "disturbed" that one of his directors who is also a Bristol-Myers designee might have been privy to confidential discussions by ImClone over the possibility of splitting the company.

John Celentano, Bristol-Myers' senior vice president of strategy and productivity transformation, is the board designee to ImClone.

"Accordingly, the board is reviewing whether Bristol-Myers had access to confidential information concerning ImClone and its pipeline," the company said.

Bristol-Myers owns about 16 percent of ImClone's stock based on the number of shares outstanding as of June 30. The company said it was not privy to any confidential information and continues to take measures to ensure such information is not exchanged by either company.

Icahn also said the company's developing cancer drug IMC-11F8 could be a potential competitor to Erbitux, and Bristol-Myers might not have rights to that drug under its current deal with ImClone.

Icahn, a billionaire activist investor, won control of ImClone in 2006 after a proxy battle that led to the departure of CEO Joseph Fischer and four board members. He owns about 13 percent of the company.

At the time of the takeover, Icahn said he planned to investigate why ImClone's relationship with Bristol-Myers had "seriously deteriorated" after a public feud over Erbitux.

In a conference call Thursday, Bristol-Myers Chairman and Chief Executive James Cornelius commended Icahn for his leadership at ImClone and said the relationship between both companies has "blossomed" since the management change.

Icahn, meanwhile, is facing issues on other fronts. WCI Communities, of which he is also chairman, filed for Chapter 11 bankruptcy Monday, as the builder of retirement homes and "lifestyle communities" gets battered by a weak housing market.

In June, Icahn lost his ImClone-style takeover bid for fellow biotechnology company Biogen Idec. He attempted to put three of his nominees on the board of directors in the hopes that it would eventually trigger a sale, but shareholders voted instead for the current board's nominees.

ImClone shares fell 31 cents to $65.03 Monday, while shares of Bristol-Myers rose 28 cents to $21.39.