Bristol-Myers Squibb says that it is now willing to pay $62 per share to take over the 83.4% of ImClone Systems it doesn’t already own. This price values ImClone at $4.7 billion. Bristol-Myers Squibb reports that it will commence a cash tender offer at this price.
Bristol-Myers Squibb opened bidding for ImClone on June 31 with $60 per share. The offer was met by a resounding no from ImClone’s board. In fact, Carl Icahn, chairman of ImClone’s board, disclosed that there was another bidder, who remains unnamed, offering $70 per share.
ImClone has been trading over $60 since Bristol-Myers Squibb first reported its intent to buy ImClone. ImClones’ shares shot up from $46.44 to almost reach $64 in the first day of trading after this offer. It opened today at $63.11.
Bristol-Myers Squibb intends to file with the SEC a preliminary consent solicitation statement relating to the solicitation of written consents from ImClone stockholders to remove all existing members of ImClone’s board of directors and replace them with five nominees proposed by Bristol-Myers, says chairman and CEO, James M. Cornelius. “Bristol-Myers is taking this action to ensure that ImClone’s board of directors does not prevent the ImClone stockholders from having a direct voice in the process by refusing to satisfy the conditions to our offer,” he notes in a letter to Icahn.
Cornelius in his letter also expressed his interest in the company and concerns over the delays in approval from ImClone’s side. “Nearly two months have elapsed since we made our initial offer, and it has been nearly two weeks since your disclosure that an unnamed bidder had submitted a conditional preliminary proposal to acquire ImClone,” Cornelius wrote. “These delays, combined with ImClone's lack of transparency, have created a protracted period of uncertainty among your stockholders, employees, and other constituents which could hurt the intrinsic value of ImClone’s assets.”
“Our all-cash offer represents an approximately 48% premium to the average share price of the company’s common stock during the three-month period ended on July 30th, the last trading day prior to our initial offer,” he continued.
“Our tender offer will be subject to certain customary conditions, including ImClone’s preferred stock purchase rights not being applicable to the tender offer and the proposed second-step merger and the agreement of ImClone’s board of directors to amend the existing stockholder agreement between Bristol-Myers Squibb and ImClone to eliminate its proportional voting requirement in connection with the election or removal of ImClone’s directors. Our offer is not subject to due diligence or financing.”