Oct 13 2006, 9:15 AM EST
News source: Business Wire
ImClone Systems Incorporated (NASDAQ: IMCL) today announced that the committee of directors established by the Board of Directors on October 3, 2006, when the Board determined that adoption of Mr. Icahn's proposals would not be in the interests of all stockholders, is commencing the mailing of its definitive proxy materials to all ImClone Systems stockholders.
The Company also announced that it has mailed the following letter, together with the definitive proxy materials, to all ImClone Systems stockholders urging them to reject the consent solicitation recently initiated by Carl Icahn.
October 13, 2006
ImClone Systems Stockholders:
By now you may be aware that Carl Icahn, together with his employee and affiliates, is soliciting written consents from ImClone Systems' stockholders seeking to remove without cause four members of your duly-elected Board of Directors and appoint one nominee handpicked by Mr. Icahn. Mr. Icahn initially sought to remove six members of the Board, but two of those individuals (including the Chairman) resigned as directors on October 9, 2006 and Mr. Icahn revised his proposal to seek the removal of the other four individuals.
If he succeeds, Mr. Icahn and a handful of directors who were selected by and/or have ties to him would constitute five of seven ImClone Systems' directors, a result that the undersigned Consent Solicitation Committee, which has been charged by the Board with responding to Mr. Icahn's consent solicitation, believes would give Mr. Icahn unfettered control of your Company. Shouldn't you at least insist that he pay you a control premium before handing him control of the Company?
While he has persistently criticized the management of ImClone Systems, Mr. Icahn proposes no business plan to put in place in the event he is successful in seizing control of your Company. Mr. Icahn and three directors recommended by him recently joined your Board and already have the ability to meaningfully influence the Company's strategy and direction. But rather than participating as part of a Board that represents all stockholders, Mr. Icahn is asking you to trust him to do a better job on your behalf. We urge you to ask yourself whether you trust Carl Icahn to control the future of your Company.
Mr. Icahn fails to tell you that when a proposed acquirer told the Company a few weeks ago that it would be prepared to make an offer to acquire the Company for $36 per share in stock if Mr. Icahn would support it, he refused, stating that he thought that the consideration was inadequate.
Mr. Icahn also fails to tell you that, while he refused to support this offer to acquire ImClone Systems at a premium to the then market price, he has nevertheless repeatedly sought to dismantle the Company's anti-takeover defenses designed to protect all stockholders from coercive and unfair takeover tactics. Only a few weeks ago he asked the Board to waive Section 203 of the Delaware General Corporation Law, which would have facilitated him buying more than 15% of the Company's common stock without first making a tender offer to all stockholders. He fails to tell you that the directors he now seeks to remove refused to grant him this waiver.
Mr. Icahn says he wants the Board to find a permanent Chief Executive Officer, but fails to tell you that he, one of his employees and one of the other directors he proposes remain on the Board already comprise three of the five members of the committee tasked to find the new Chief Executive Officer. Mr. Icahn also complains that the Company entered into a "long-term" agreement with the Interim Chief Executive Officer. However, that agreement runs only through the end of 2007, which allows a reasonable amount of time for the Board to find and tr
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