Icahn's board fight ended with ImClone selling to Lilly for $70 a share

Icahn began buying ImClone in late 2005 and filed his first 13D in February 2006, demanding a say in strategy at the cancer-drug maker behind Erbitux. When the board resisted, he launched a consent solicitation to force change, then withdrew it in October 2006 after the interim CEO resigned and a new director was appointed.

By 2008 Icahn was chairman with roughly 14% of the stock. When Bristol-Myers Squibb, ImClone's Erbitux partner, offered $60 then $62 a share, Icahn called the price absurd and insisted another buyer existed. Eli Lilly emerged and agreed to pay $70 a share in cash, about $6.5 billion — a 51% premium over the July 30, 2008 close.

Lilly's board, ImClone's board and Icahn's entities all backed the tender offer. Bristol-Myers declined to match, pocketing about $1 billion for its 14 million shares while keeping its Erbitux revenue share.

An all-cash $70-per-share offer, about $6.5 billion — 51% above the pre-offer close, with Icahn's ~14% stake tendered.

Icahn's public pressure kept ImClone's options open instead of accepting Bristol-Myers.

A sitting activist chairman could credibly signal the first offer was too low.

Lilly needed oncology growth ahead of patent expirations and paid up for it.

Tying the tender to a majority of shares plus Icahn's block made completion near-certain.

An activist with a board seat and a credible refusal to sell at the first price can force a buyer to pay up; the market price before a hostile bid is not the ceiling.

Lilly completed the acquisition in late 2008 or early 2009, gaining Erbitux and the ImClone pipeline. Bristol-Myers booked roughly $1 billion on its ImClone stake while retaining its Erbitux economics; Icahn's campaign became a standard example of letting a second bidder emerge.