The statement, issued in a regulatory filing, boosted New York-based ImClone's shares 8 percent in premarket trading amid hope that ImClone -- which had been trying to sell itself -- will eventually find a buyer.
ImClone, which makes the cancer drug Erbitux, is fighting to protect six board members whom Icahn is seeking to remove.
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ImClone said that the proposed acquisition offer came "a few weeks ago" and depended on the support of Icahn, who holds nearly 14 percent of ImClone's shares. ImClone said Icahn refused, though it did not say why.
Icahn was not immediately available for comment.
ImClone invited Icahn onto the board after it put itself up for sale earlier this year and failed to find a buyer. Icahn and three of his associates were elected to the 12-person board at the company's annual meeting last month.
Now Icahn is seeking to remove six board members, including the chairman, David Kies, and the interim chief executive, Joseph Fischer, who Icahn claims "has little or no expertise in biotech companies."
ImClone retaliated in its filing that Icahn has not put up an alternative strategy for moving the company forward at a time when it faces serious competition to its only marketed product.
"While he has persistently criticized the management of ImClone Systems, Mr. Icahn proposes no business strategy to put in place in the event he is successful in seizing control of your company," ImClone said.
If shareholders vote in favor of Icahn's proposal, he would control a majority of ImClone's directors, which would give Icahn control of the company.
"In exchange for that control position, Mr. Icahn is not offering to purchase any shares from you, and he is not offering to pay any control premium to you or any other ImClone Systems stockholders."
The company also said Icahn had asked ImClone's board to waive legal barriers that would prevent him from buying more than 15 percent of the company's common stock without first making a tender offer to shareholders.

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