When it comes to the proposed Eli Lilly ( LLY) takeover of Icos ( ICOS), the more things change the more they stay the same. On Thursday, Icos shareholders will vote on a revised offer by Lilly that values Icos at $34 a share, up $2 from the initial bid in October. Opponents of the original offer don't like the new proposal either, while the supporters of the first bid naturally aren't complaining about the extra dollars per share. Lilly made its
first offer saying that it could make more money from the impotence drug Cialis by acquiring Icos than by maintaining its marketing deal with the drug's creator. Soon after the bid, however, shares of Icos crawled above the $32-a-share bid. One major shareholder, New York-based HealthCor Management, and an independent proxy research firm, Institutional Shareholder Services, said the price was inadequate. Although it was doubtful another company would have made a competing bid because of the complexity of the Cialis marketing agreement, Lilly raised its offer in mid-December to $34 a share. That pushed the buyout price to $2.3 billion from $2.1 billion and delayed the shareholder vote from last month to this week. Icos' stock has continued to trade just under $34. HealthCor continues to oppose the deal. The new bid "still does not represent adequate compensation for Icos shareholders," the investment management firm says in an early January filing with the Securities and Exchange Commission. HealthCor now owns about 5.2% of Icos shares and is the sixth-largest shareholder. Other big stockholders haven't complained. Institutional Shareholder Services also continues to argue against the merger. Another firm, Proxy Governance, liked the initial bid and supports the sweetened offer.