Bristol-Myers Squibb (NYSE: BMY) has made a $60 a share offer for the part of ImClone (NASDAQ: IMCL) that it does not already own. ImClone chairman Carl Icahn does not think tha$60 is high enough, despite ImClone trading below $40 in June. The offer seems like a pretty good deal, and since BMY owns 17% of ImClone , there is not likely to be another bidder.

According to The Wall Street Journal, ImClone's board appointed a committee to review last week's $60-a-share offer, but the biotechnology company said the board's "preliminary view is that offer substantially undervalues ImClone."

Icahn should take the money and run. Bristol-Myers clearly has the option to withdraw its bid and watch the stock drop back to $45. Holders of ImClone stock would likely get POed at Icahn, and is it any wonder?

It is not a perfect match, but the ImClone negotiations are starting to shape up the way Microsoft's (NASDAQ: MSFT) talks with Yahoo! (NASDAQ: YHOO) did. Microsoft needed Yahoo! for its internet strategy. No other company was going to pay a large premium for the portal's shares. When Microsoft walked away, Yahoo!'s share lost a third of their value.

Icahn has a history of pushing for a better deal. His batting average on recent investments is hardly perfect. He is not doing anyone, including himself, any favors by fighting with Bristol-Myers.

Douglas A. McIntyre is an editor at 247wallst.com.

Carl Icahn put some real money on the table when he bought 8.5% of business software provider BEA Systems, Inc. (NASDAQ: BEAS). The company has a market cap of over $5.2 billion. It trades at just over $13 and moved up after hours on the news. Icahn had previously held a much smaller number of shares.

In an SEC filing quoted at MarketWatch "A sale of [BEA Systems] to a strategic acquirer will maximize the price of the shares," Icahn said, adding that he intends "to seek to meet with management of the Issuer to discuss the potential for such a transaction, as well as the Issuer's business and operations generally."

Although the company has posted good revenue growth around its core business of transaction tracking software, the company has not been able to report earnings because of an ongoing investigation into stock option grants. For the quarter ending July 31, BEA said revenue rose to $364.6 million from $339.6 million in the 2006 quarter.

The late SEC filings due to options problems has also put the company's Nasdaq listing at risk.

BEA has been the subject of takeover rumors. In July, a Credit Suisse analyst floated the idea that Oracle Corporation (NASDAQ: ORCL) might buy the company.

Douglas A. McIntyre is a partner at 24/7 Wall St.