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Published on 4/22/2009 in the Prospect News Special Situations Daily.

Enzon shareholder DellaCamera wants to oust company's CEO/president

By Lisa Kerner

Charlotte, N.C., April 22 - Enzon Pharmaceuticals, Inc. shareholder DellaCamera Capital Management, LLC is proposing a bylaws change to permit shareholders to remove Enzon's chief executive officer and president Jeffrey H. Buchalter, according to a schedule 13D/A filed with the Securities and Exchange Commission on Wednesday.

DellaCamera filed a preliminary consent solicitation statement with the SEC for the purpose of soliciting majority stockholder consent to approve its proposal.

In the 13D/A filing, DellaCamera said it believes "that a fundamental tenet of stockholder democracy is that management must be accountable to the stockholders, and that management accountability would be greatly enhanced by granting stockholders the right to determine the tenure" of Enzon's CEO and president.

Shareholder's activism history

DellaCamera demanded in March to inspect Enzon's books and records under Delaware corporation law.

As previously reported, DellaCamera wanted Buchalter and chief financial officer Craig Tooman to answer specific questions during Enzon's conference call to the investment community on Feb. 19.

On Feb. 10, DellaCamera asked Enzon to expand its board of directors in order to add former ImClone Systems Inc. board members Dr. Alexander J. Denner and professor Richard C. Mulligan.

In January, DellaCamera proposed that Enzon's board form a special committee of independent directors to evaluate strategic and financial alternatives to enhance stockholder value.

DellaCamera, with an 8.2% stake in Enzon, has also recommended that the company's board seek guidance from new financial advisers and urged the Bridgewater, N.J., biopharmaceutical company to hold its 2009 annual meeting in New York.


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