Amylin Pharmaceuticals Inc. (NASDAQ:AMLN) was under attack today from Carl Icahn over the board of that company’s refusal to comment on rumors of a rejected takeover offer. Icahn, who holds an almost 9% stake in the company, was irate after an offer of $22 per share may or may not have been rejected by the company and the company would not confirm or deny the rumors. The $22 offer apparently came from Bristol Myers Squibb and shareholders were not informed of the offer by the board in any way. Information about the deal, or lack thereof, came from media reports that the board had rejected it. Icahn called move by the the board of the company reprehensible and added that he saw no reason not to sell the company at this time in light of the $22 offer.
A particularly contentious move, and one served by Icahn with angst, was the dilution of the shareholder’s stock by the company at below market prices in the wake of the offer. Amylin’s board authorized the public offering of one tenth of the company on the eight of March. The assumed price of the shares in that move was $15.62. The board also awarded shares to senior executive personnel at the company on March sixth at $16.02 a share. Both of these moves according to Icahn served to dilute the holdings of shareholders and sell parts of the company for well below the apparent market value of $22 which had been offered previously. Icahn said that these moves simply did not make any sense in light of the media’s reports of a rejection of the $22 a share offer.
Icahn’s comments end with a reminder of his position in 2009 when he had two of the directors of Amylin replaced, believing them to not have the best interests of the company at heart. He gives a stern warning in that such a thing may be necessary again. It is clear that unless the directors of Amylin are withholding some kind of secret triumph at the company to be announced in future the board is not acting in the best interests of their shareholders. Icahn sees this and it doesn’t sit well with him, being one of the aforementioned. If the board does not make a statement that addresses Icahn’s concerns there could be another proxy war afoot at the company and an unsteady future ahead for the firm’s shareholders.