NEW YORK -(Dow Jones)- Bristol-Myers Squibb Co. (BMY) Chief Executive James Cornelius called the drug maker's $4.5 billion offer for the 83% of ImClone Systems Inc. (IMCL) that it doesn't own a "full and fair offer" that helps address its long-term earnings future.

"(The potential deal) will support our efforts to improve our financial profile in the 2012-2013 time frame, as well as help drive growth beyond 2013," Cornelius said on a conference call early Thursday.

Bristol-Myers declined to provide specifics about the financial benefits of buying ImClone, but noted the deal "is not about the short-term." It also said the execution risk of incorporating ImClone into its operations is mitigated by the long working relationship between the companies.

The two companies co-marketed cancer drug Erbitux in North America, but it is sold outside North America by Merck KGaA (MRK.XE) of Germany. Erbitux, with 2007 global sales of $1.3 billion, will be filed for lung-cancer approval later this year and is already sold for colorectal as well as head and neck cancer.

Shares of ImClone recently traded up 38% to $64.25, nearly 7% above the offer price, suggesting that Wall Street expects a higher offer will be needed to complete the deal. Bristol-Myers shares were off 1.1% at $21.26.

Bristol-Myers stressed that the offer for ImClone is about the future growth of ImClone, as well as its pipeline and biologic manufacturing facilities.

Bristol-Myer refused to comment on the call about raising its offer for ImClone, but noted that the $60 price represents its "best thinking" and that it expected ImClone's board to act expeditiously with the deal closing by the end of the year.

ImClone's board is headed by billionaire Carl Icahn, who took that role after the company's failed attempt to find a buyer in 2006.

Bristol-Myers said it hasn't heard a response from Icahn concerning the offer after leaving a voicemail with him earlier this morning to explain the details.

Bristol-Myers said the timing of the offer coincides with anticipated arrival of $4.1 billion from the sale of its wound-care business ConvaTec to two private-equity firms.

The drug maker has been cutting costs and selling nonpharmaceutical assets so it can concentrate on its main business as it faces looming generic competition and seeks to boost profitability.

On Thursday, it also backed financial guidance given last week for 2008 earnings from continuing operations of $1.36 to $1.46 a share.

-By Thomas Gryta, Dow Jones Newswires; 201-938-2053; thomas.gryta@dowjones.com

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  07-31-08 1010ET
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