Updated from 12:06 p.m. EST
Shifting into full corporate raider mode, investor Carl C. Icahn said Monday that he would nominate a slate of directors to run against the 11-member board of
Icahn added that Mylan could avoid a proxy fight by agreeing to his previously announced buyout proposal at $20 a share.
Icahn's comments on Monday afternoon followed the Sunday evening announcement that Mylan would drop its proposed acquisition of
, a deal that turned off most of Wall Street and turned on the anger of Icahn and other dissident Mylan shareholders.
In a brief statement Sunday, the companies said they had mutually agreed to terminate the deal because they were "not able to agree upon terms for a revised transaction."
Speculation about the collapse of the deal has grown in recent months after King restated earnings, which amounted to a technical violation of the original agreement. Ongoing investigations, including one by the
Securities and Exchange Commission
, also have dogged King.
In addition, Mylan's recently released third-quarter earnings and full-year guidance were below analysts' expectations, which raised questions about whether the drawn-out deal was distracting management.
On Friday, Mylan said the Food and Drug Administration would require up to 90 more days to review its application for the high-blood pressure drug nebivolol. Mylan was counting on this drug, which it licenses from a subsidiary of
Johnson & Johnson
, to expand its brand-name drug business. Most of Mylan's revenue comes from generic drugs.
Mylan was counting on King to provide an assortment of brand-name products and a sales force with experience in selling blood pressure medications.
In January, Mylan said it doubted the King acquisition could be achieved by the original deadline, which had been set for today, adding that it wouldn't pay the original price that would have valued the deal at $4 billion.
In July, Mylan proposed paying 0.9 shares of its stock for each share of King's stock, a price that Icahn and others said was excessive. Icahn said Monday that the bid for King was a "serious and possibly fatal mistake" for Mylan. Icahn owns about 9.78% of Mylan's shares and is the second largest shareholder. He also has been shorting King's shares.
The collapse of the Mylan-King deal sent Mylan's shares up 52 cents, or 3.1%, to $17.46 on Monday. That's still below the $18.51 closing price on July 23, the last trading day before the King bid was announced. Meanwhile, King's shares sank 77 cents, or 7.5%, to $9.48. King closed at $10.37 on July 23.
Even though Icahn originally challenged Mylan over the proposed King acquisition, he continued his attack Monday, saying that he has "lost faith in the current Mylan board. He said he will submit his slate of directors to the SEC by the end of the day to meet a deadline imposed by Mylan earlier this month when it changed the company's bylaws for nominating directors. Icahn unsuccessfully sued in federal court for a temporary restraining order to block the change in the bylaws. When the court ruled against him Friday, Icahn vowed to submit his list of directors today, which he did.
Robert J. Coury, Mylan's vice chairman and chief executive, stated: "Although Mr. Icahn is trying to claim credit" for killing the King deal, "our board has continued to closely monitor all aspects of the transaction. Our board's deliberations and discussions have never been, and never will be, unduly influenced by Mr. Icahn or any other external pressures."
Mylan expects to mail its proxy statement and commence its solicitation of proxies in September. The annual meeting is scheduled for Oct. 28.
Mylan also willl hold a conference call for investors on March 10 to provide updates on financial guidance and on nebivolol.
King said Monday it would release its fourth-quarter results on March 15. The company has restated earnings for 2002, 2003 and half of 2004. The company also said on Monday that a series of management initiatives has enabled it to be "repositioned for renewed growth."