Carl Icahn is turning up the heat on Amylin Pharmaceuticals' board of directors. He filed suit against Amylin ($AMLN), claiming that because the company never told investors about Bristol-Myers Squibb's ($BMY) $22 a share offer to buy the company, the company shouldn't be allowed to enforce a rule requiring advance notice of new candidates for the board--opening the door to a bloody proxy fight.
The lawsuit, filed in Delaware, claims that Amylin "rejected a request to reopen the time for stockholders to provide notice" of new nominations to the board. Amylin's deadline for nominations to the board was set for Jan. 25, which came after the BMS offer but long before the takeover attempt was revealed.
Amylin swiftly rejected the claim, saying it was "without merit." Icahn owns 9% of Amylin's shares.
Icahn's strategy is familiar to anyone who has watched him push for the acquisition of ImClone or Genzyme, or new management at Biogen Idec ($BIIB). Once the offer was reported, he charged that Amylin's management was "dysfunctional." A proxy fight could expand his representation on the board and lead to a buyout, offering him another windfall to add to the fortune he's already made in the industry. And investors, who quickly bid up Amylin's stock past BMS' offer, are clearly hopeful of seeing the price go higher.
"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," Icahn's suit claims. "Stockholders of Amylin should be given the choice."