Carl Icahn said on Monday he has sued Amylin Pharmaceuticals Inc. to obtain more time to nominate a slate of directors he hopes will push the maker of diabetes drugs to put itself up for sale.
Icahn, whose 8.9 percent stake has made him the company's third-largest shareholder, has faulted Amylin for failing to acknowledge it had rejected a roughly $3.5 billion takeover bid by Bristol-Myers Squibb Co.
That bid would have valued Amylin at $22 per share, a person familiar with the matter said last week. Amylin shares have risen more than 50 percent since news of the bid surfaced on March 28.
"We believe Mr. Icahn's lawsuit is without merit," Amylin said in a statement. "Amylin's board is fully aware of its fiduciary duties, and is committed to always acting in the best interests of all stockholders."
Icahn said the board's failure to reveal the Bristol-Myers bid, its awarding of stock options to top executives on March 6, and its decision to offer 10 percent of Amylin at $15.62 per share on March 8, marked a "dramatic change in circumstances" requiring it to let shareholders another chance to nominate directors.
The complaint was filed in Delaware, Icahn said. A copy of the complaint was not immediately available.
In afternoon trading, Amylin shares were down 56 cents, or 2.3 percent, at $23.56 on Nasdaq.
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