Amylin continues to seek shareholder support for election on May 27

By Lisa Kerner

Charlotte, N.C., May 11 - Amylin Pharmaceuticals, Inc. once again asked its shareholders to reject the nominees put forth by Carl Icahn and Eastbourne Capital Management, LLC for election to Amylin's board of directors.

Icahn and Eastbourne independently decided to run proxy fights against the San Diego biopharmaceutical company.

In a Monday letter, Amylin urged shareholders to vote for its director nominees at the annual meeting on May 27. Amylin made a similar plea to its shareholders in a prior letter earlier in May.

According to Amylin, it has been "carefully executing a comprehensive plan to ensure" that its exenatide once weekly treatment for diabetes "subsequently delivers substantial value to Amylin's shareholders."

The dissidents, on the other hand, offer a different approach for Amylin's future that includes the sale of the company, Amylin said.

"Your board strongly believes that a premature sale of the company - before Amylin's shareholders fully realize the value of exenatide once weekly - is simply not the right or responsible strategy," Amylin told shareholders in the letter.

Attacks 'ill-informed'

Amylin accused Icahn and Eastbourne of launching "a number of ill-informed attacks and comparisons" that include:

• Attacking Amylin's relationship with Eli Lilly & Co.;

• Criticizing Amylin's sales force strategy;

• Highlighting Icahn's previous 'success' as a member of other boards; and

• Asserting that the dissident nominees are better qualified than the board's nominees.

Amylin said it has acted in good faith with Icahn and Eastbourne in an attempt to resolve the proxy contest by offering board representation.

Eastbourne recently filed a detailed presentation aimed at Amylin shareholders with the Securities and Exchange Commission. The 12.5% Amylin shareholder is also seeking authority to vote for two of the nominees proposed by Icahn and his affiliates.

As previously reported, the filing was made in connection with Eastbourne's solicitation of proxies in support of the election of three new directors to Amylin's 12-member board: Dr. Kathleen Behrens, Charles Fleischman and Jay Sherwood.

Eastbourne said it will not be voting for incumbent directors Steven R. Altman, Joseph C. Cook Jr., James R. Gavin III, Joseph P. Sullivan and James N. Wilson on May 27.

Amylin said previously it is also putting forth two new nominees for election: Paul N. Clark, former chairman, chief executive officer and president of Icos Corp., and Paulo F. Costa, former president and CEO of Novartis U.S. Corp.

Founder supports dissidents

Howard E. Greene Jr., Amylin co-founder and former board member, announced on Monday that he will vote his shares in favor of Eastbourne's slate, including Icahn's nominees.

Greene praised Amylin's employee team for creating "one of the best product and technology platforms in the diabetes and obesity area."

However, Amylin shareholders "have suffered because sales results have not reflected the commercial potential of that platform," Greene said in a news release.

"I believe management will have more freedom to think outside of the box if we replace the directors most directly involved in crafting the disappointing commercialization strategy."

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