Amylin shareholder wants company to remove barriers to 'fair and unfettered' election

By Lisa Kerner

Charlotte, N.C., March 9 - Amylin Pharmaceuticals, Inc. shareholder Eastbourne Capital Management, LLC said the company has accepted provisions in two of its key debt agreements that limit the ability of Amylin shareholders to nominate and elect directors.

Eastbourne, a 12.5% shareholder, said the move "calls into question the fairness of the upcoming election contest, and serves to entrench the incumbent board," according to its March 9 letter to Amylin's board of directors.

Carl Icahn and Eastbourne separately announced plans to each nominate five candidates for election as directors at Amylin's 2009 annual meeting. Amylin intends to put forth a full slate of 12 directors, Eastbourne said.

The result would give Amylin shareholders an "unprecedented opportunity to select the 12 directors they believe will best serve their interests from a field of up to 22 nominees."

Eastbourne asked Amylin's board not to hide "behind the shield of the 'poison puts'" but to instead adopt resolutions and seek necessary waivers to approve the nomination of all duly noticed candidates.

Amylin's poison pill is another obstacle to "an unfettered election process, which compounds the disenfranchising effect of the 'poison puts,'" the letter said.

Eastbourne urged Amylin's board to also waive or amend the provisions of the poison pill by raising the trigger threshold to 25% or otherwise.

As previously reported, Eastbourne said if Amylin does not assemble a slate of directors that includes Eastbourne and Icahn nominees, Eastbourne will take its case directly to the San Diego biopharmaceutical company's shareholders.

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