Board of directors is also investigating whether Bristol-Myers Squibb gained access to confidential information.

ImClone Systems says that Bristol-Myers Squibb $4.5 billion unsolicited bid substantially undervalues the company. Imclone’s independent board, formed to review the proposal, also voiced concerns over the possibility that Bristol-Myers Squibb had gained access to confidential information about ImClone.

Carl C. Icahn, chairman of the board believes that a Bristol-Myers designee to ImClone’s board was privy to previous meetings concerning the potential separation of ImClone into two separate components. ImClone’s directors have reportedly been discussing the possibility of separating the company into its Erbitux franchise and its pipeline businesses.

Additionally, Icahn points out that ImClone’s pipeline antibody IMC-11F8 if approved, may have a significant competitive effect on Erbitux, and Bristol-Myers may have no rights to market that product under its agreements with the company. Currently, the two companies share the profits on Erbitux.

Based upon preliminary internal data and the fact that the investigational candidates are in various stages of development, the board still holds that the firm’s pipeline business could be extremely valuable and significantly increase stockholder value as a separate business.

Icahn and other large stockholders are thus opposing the Bristol-Myers proposal. On July 31, Bristol-Myers Squibb offered to pay $60 per share to acquire the 83% of ImClone that it does not already own. The price was a 29.19% premium over ImClone’s previous-day closing value. ImClone’s stock has been trading around $64 since the unsolicited bid was made.

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