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Billionaire investor Carl Icahn. Photo: Adam Jeffery/CNBC/NBCU Photo Bank via Getty Images

Even though Carl Icahn knows he is fighting an "uphill battle" in his opposition to Cigna's $67 billion buyout of Express Scripts, the billionaire investor continued his verbal onslaught Wednesday in an interview with Fox Business when he said passive investors should view the acquisition as a "bullshit deal."

What to watch: Cigna shareholders will vote on the deal Aug. 24, and many Wall Street analysts expect it will still go through. But anything is possible, given how rare it is to see open warfare over a deal of this size.

The intrigue: Adding to his open letter, Icahn repeated warnings about impending changes to prescription drug rebates that are a core part of pharmacy benefit managers like Express Scripts. The Trump administration is considering a rule that could limit the scope of how rebates are used between drug manufacturers and PBMs.

Yes, but: As Cigna was quick to point out to shareholders, any rebate changes would not happen for a while, and "there is no clear mechanism for the federal government to regulate commercial rebates without congressional action."

  • It's also worth reminding that although PBMs play games with rebates, which ultimately affect what everyone pays for drugs, pharmaceutical companies still rely on PBMs to put their drugs on approved insurance lists.

The bottom line: Both sides have a point, which makes the shareholder vote so interesting.

  • Express Scripts' business model is at risk from changes to federal rebate rules and Amazon (not to mention the company is losing its most profitable client, Anthem).
  • However, commercial rebates appear safe, and Express Scripts likely can find other ways of making money with other rebate-like fees and administrative charges.
  • The onus falls on Icahn to persuade large institutional investors (including Vanguard, T. Rowe Price, Dodge & Cox and BlackRock) to vote his way, which may be difficult to do at this late stage.
  • Don't forget Cigna and Express Scripts have to clear antitrust muster as well.

Go deeper

Biden will reverse Trump's attempt to lift COVID-related travel restrictions

Photo: Tasos Katopodis via Getty

The incoming Biden administration will reverse President Trump's last-minute order to lift COVID-19 related travel restrictions, Jen Psaki, the incoming White House press secretary, tweeted.

Why it matters: President Trump ordered entry bans lifted for travelers from the U.K., Ireland, Brazil and much of Europe to go into effect Jan. 26, but the Biden administration will "strengthen public health measures around international travel in order to further mitigate the spread of COVID-19," Jen Psaki said. Biden will be inaugurated on Wednesday, Jan. 20 and Trump will no longer be president by the time the order is set to go into effect.

Dominion sends cease and desist letter to My Pillow CEO Mike Lindell

Photo: Stephen Maturen/Getty Images

Dominion Voting Systems on Monday sent a cease and desist letter to My Pillow CEO Mike Lindell over his spread of misinformation related to the 2020 election.

Why it matters: Trump and several of his allies have pushed false conspiracy theories about the company, leading Dominion to take legal action. It's suing pro-Trump lawyer Sidney Powell for defamation and $1.3 billion in damages, and a Dominion employee has sued Trump himself, OANN and Newsmax.

Off the Rails

Episode 5: The secret CIA plan

Photo illustration: Aïda Amer, Sarah Grillo/Axios. Photo: Zach Gibson/Getty Images

Beginning on election night 2020 and continuing through his final days in office, Donald Trump unraveled and dragged America with him, to the point that his followers sacked the U.S. Capitol with two weeks left in his term. This Axios series takes you inside the collapse of a president.

Episode 5: Trump vs. Gina — The president becomes increasingly rash and devises a plan to tamper with the nation's intelligence command.

In his final weeks in office, after losing the election to Joe Biden, President Donald Trump embarked on a vengeful exit strategy that included a hasty and ill-thought-out plan to jam up CIA Director Gina Haspel by firing her top deputy and replacing him with a protege of Republican Congressman Devin Nunes.