Icahn takes aim at Amylin's 'obfuscation' of facts in proxy contest

By Lisa Kerner

Charlotte, N.C., May 14 - Carl Icahn said Amylin Pharmaceuticals, Inc.'s Monday letter to its shareholders "represents a complete obfuscation of the facts and the reality" of Icahn's proxy battle with the company.

Amylin's board chose to "denigrate" his track record rather than focus on its own performance, Icahn said in a Thursday open letter to Amylin shareholders.

In its letter, Amylin disputed assertions made by Icahn about his experience at ImClone Systems Inc. and said that of the nine companies where Icahn obtained board representation since 2000, ImClone is the only one with positive price performance.

"I believe my investment track record speaks for itself and have never needed to defend it in a public proxy contest," Icahn said.

"However, in light of Amylin's selective attempt to distort facts in an attempt to discredit me, I thought it important to provide a few facts of my own to set the record straight and allow shareholders a more complete set of information from which to make a more informed decision," Icahn said.

In his letter, Icahn said in addition to having its board oversee the loss of billions of dollars of shareholder value over the last seven years, Amylin has;

• Criticized Dr. Alexander Denner's tenure on the board of ImClone and as chairman of the executive committee and Icahn's involvement as chairman of the board;

• Wanted shareholders to believe that Icahn wants to sell the company; and

• Misleadingly criticized Icahn's involvement in Federal-Mogul Corp., where he is chairman and a majority shareholder.

Icahn said he is a long-term value investor.

"When my nominees go on boards they take their responsibilities and duties seriously," he said.

Amylin responds

Amylin responded publicly to Icahn's letter in a short statement released on Thursday.

"Icahn Associates has been criticizing our board for our performance, we felt it was only fair to point out, according to Icahn's own standards, issues with his nominees' history," Amylin said.

According to Amylin, "Icahn's own performance elsewhere is well documented."

Second proxy contest

As previously reported, Eastbourne Capital Management, LLC and Icahn independently decided to run proxy fights against the San Diego biopharmaceutical company.

Eastbourne is seeking the election of:

• Dr. Kathleen Behrens, a consultant for RS Investments;

• Charles Fleischman, former president, chief operating officer and director of Digene Corp.; and

• Jay Sherwood, a managing director of Eastbourne.

Eastbourne, a 12.5% shareholder, is also seeking approval to vote for the two nominees proposed by Icahn and his affiliates, according to its letter to fellow Amylin shareholders on Tuesday.

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

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

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