Carl Icahn is playing to type at Amylin Pharmaceuticals ($AMLN). With several drug-industry proxy fights behind him, he's playing the same role once again: a sort of investor superhero, fighting for truth, justice and the American dollar.
The Amylin fight has one variation: a provision in the company's corporate bylaws that requires board members to be nominated by a particular deadline, a restriction unfriendly to proxy contests. So, Icahn has sued, saying that the Jan. 25 deadline should be nullified. Since then, big news has surfaced about Amylin: It spurned a $22-per-share buyout bid from Bristol-Myers Squibb ($BMY). That story broke March 28.
Icahn takes issue with the company's March 8 sale of 13 million shares of stock for $15.62 each, without revealing that it had rejected Bristol-Myers' higher offer. And he questions a set of options grants to Amylin executives two days earlier, at $16.02, also significantly less than the buyout bid. He's asking for access to the company's books, and for a 10-day window for new director nominations.
"Amylin is at a crossroads," Icahn's lawsuit says: It can be sold now at a premium, or it can go forward with its products, including the newly approved long-lasting diabetes drug Bydureon. Choosing to remain independent "may be lucrative if successful, but ... entails substantial risk," the lawsuit states, as quoted by Reuters. "Stockholders of Amylin should be given the choice."
Amylin, of course, wouldn't characterize Icahn as a superhero. More of a super-nuisance. After all, this isn't the first time Icahn has waged a proxy battle with the company. Now, Amylin says its board is already acting in shareholders' best interests. "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."