Carl’s back, but he didn’t answer our question: What did he mean by “Who is [Amylin CEO] Dan Bradbury?”
The old man is still feisty, though. He starts off with a bang, saying lead independent director James Wilson “completely mischaracterized what was said during the conversations that took place between us during the past weekend.”
It just gets better from there, as Icahn accuses Wilson, Bradbury, and the rest of entrenched management of wasting corporate assets, putting their own interests over that of the corporation, and so on. If you’ve read any of his bear hug letters, you know the routine by now.
Anyone know who is representing the parties? Our friends at Wachtell are the obvious favorite to be on the management side of any proxy fight. Peter Samuelson of Proskauer is one of Icahn’s regular lawyers. Peter Wolfson of Sonnenschein has done a few deals for Icahn recently, but bankruptcy was involved in those cases (Westpoint Stevens and Tropicana).
After the jump, Icahn’s complete letter.
Here it is in all its glory. We’ve highlighted some of our favorite parts.
April 21, 2009
Joseph Cook, Jr., Chairman of the Board
James Wilson, Lead Independent Director
9360 Towne Centre Drive
San Diego, CA 92121
Dear Joe & Jim:
Your letter of April 20, 2009, completely mischaracterized what was said during the conversations that took place between us during the past weekend.
After Amylin issued its public invitation to a meeting with us and Eastbourne, I called you this past weekend and, during the first of our conversations, I stated I was glad you had indicated (in your media statement of Wednesday, April 15) your willingness to have a three way discussion between Eastbourne, the Company and ourselves. I was therefore absolutely amazed when you denied you had indicated that you were open to a meeting. I then asked you to wait while I got a copy of the statement you issued. I read you your own language which stated, “We have engaged in discussions with both Mr. Icahn and Eastbourne Capital Management, L.L.C. (“Eastbourne”), and welcome the opportunity to meet with them again, either separately or together.” I then asked if you intended to keep your word and have the meeting. There was no meaningful reply. I then mentioned that this indecisiveness and reneging on promises could be a major problem if it is how the company has been run during your tenure.
Let us now discuss some of the many misstatements you have made concerning our weekend of discussions. To begin with, I absolutely did not say that Amylin should be sold “promptly.” I did point to our record with ImClone, where in 2 years we vastly improved the company and our relationship with our partner Bristol-Myers. Lilly paid a huge premium over market for the ImClone. I mentioned that one of the things we wished to accomplish at Amylin would be to attempt to renegotiate the partnership agreements with Lilly. I told you the Amylin agreement with Lilly was reprehensible to me in that it contained one of the strongest standstills I have ever seen preventing Lilly from offering to acquire Amylin. The conversation did get a bit heated and I did mention the standstill was simply another device along with the poison pills and poison puts to entrench yourselves. I pointed out that Big Pharma companies were paying huge premiums for bio-tech and, indeed, Lilly’s CEO, John Lechleiter, had just stated publicly that he was looking for more acquisitions.
I mentioned I thought that you were afraid that Lilly might offer to pay a huge premium for Amylin if they were released from their standstill. I pointed out that you, knowing the problems at Amylin, many of which are of your own making, saw fit to sell your stock at a very significant premium over today’s market price.(1) Why shouldn’t other stockholders have the opportunity to decide for themselves whether or not to sell, for example, if a bid were made above $30 per share? In an angry exchange, I asked why are you preventing Lilly from making a bid? How are stockholders helped by having that provision in the standstill? It is a complete misstatement on your part to any way suggest that I wish to sell Amylin to Lilly at today’s prices. Quite to the contrary! No one has ever accused me of selling cheaply. As you are probably aware, I currently own companies that I have held for upwards of 20 years. It is true, however, that during the last 2 years, I have sold companies such as the Stratosphere Casino which I held for 7 years. I invested $300 million into the company and received $1.3 billion. I also sold ImClone for $70 per share (which I had accumulated at an average cost of about $33 per share). I negotiated that $70 per share price after urging that ImClone turn down an unsolicited bid in the high $30’s and even the Bristol $60 and $62 bids. I say this to you not to boast but to make the point that I do not sell cheaply and would certainly not recommend selling Amylin unless we were offered at least over $30 per share, at which time I might recommend selling it. As I pointed out in our “rather heated” conversation, it seemed to me that your sale of stock in and above the high $30’s was among the very few intelligent things you did in your tenure at Amylin.
_________________________
(1) The records show you sold stock between $18.64 and $50.17 per share.
Concerning cost cutting, I stated you appear to overspend in many areas and that possibly that is related more to your ego then [sic]to enhancing stockholder value. I told you if we were on the board we would bring in experts that would ascertain how much waste there was and would also take a very hard look at any contracts, if they existed, with other firms you were involved with.
For a number of years I have had conversations with CEOs and Chairmen, often over a crucial weekend, in order to end or avoid a “debilitating” proxy fight, as you have characterized what is going on at Amylin. Often these conversations have become “heated.” However, never until today has either side found it necessary to slant and misstate these conversations and then release these misstatements on Monday morning.
I will end by asking once again, do you intend to keep your word and set up the three way meeting between the company, Eastbourne and Icahn as you promised you would or was your statement of Friday just another empty promise?
Sincerely,
Carl Icahn
If you’ve read this far, you’re an M&A nerd after our own hearts, so make sure you check out the Deal Professor’s take on the proxy fight.
Related posts:
Dear Carl: Please stop using 3rd party spyware and hackers from India to inside trade. Don't write long letters, you sound dumb trying to master the English language. Use wiseguy language, it's more fitting.
These deep relationship problems you are having in business are deep. Further to the evidence at hand, how come Hollywood doesn't like you?
http://www.businessinsider.com/carl-icahn-to-exte...
it should be noted that my commentary about Carl is based on instinct alone and has no factual support other than intuition, hunch and how other businessmen feel about their rival.