ImClone criticizes buyout bid

ImClone Systems Inc.’s board of directors said Monday that cancer drug partner Bristol-Myers Squibb Co.’s $4.5-billion buyout offer “substantially undervalues” the company, with Chairman Carl Icahn personally against the deal.

Despite calling the bid too low, ImClone stopped short of rejecting it and said its board formed a committee to weigh the offer. The board also said it was considering splitting the company into two units to focus on Erbitux and its developing pipeline separately.

The New York-based companies are partners on Erbitux, which is used to treat colon cancer and head and neck cancers. They are developing the drug as a lung cancer therapy.

“We believe we’ve made a fair offer and we look forward to a response from ImClone’s board on that offer,” Bristol-Myers spokeswoman Tracy Furey said.

Bristol-Myers is offering $60 a share, a 30% premium to ImClone’s stock price before Thursday’s offer.

Icahn, who is one of ImClone’s largest stockholders, is personally against the deal, a company statement said. He is also “disturbed” that one of his directors who is a Bristol-Myers designee might have been privy to confidential discussions by ImClone over the possibility of splitting the company, the statement said.

John E. Celentano, Bristol-Myers’ senior vice president of strategy and productivity transformation, is the board designee to ImClone.

Bristol-Myers owns about 16% of ImClone’s stock based on the number of shares outstanding as of June 30. The company said it was not privy to any confidential information and continued to take measures to ensure that such information was not exchanged by either company.

ImClone shares fell 31 cents to $65.03 on Monday, while shares of Bristol-Myers rose 28 cents to $21.39.