Eastbourne Capital Comments on Amylin Pharmaceuticals Lawsuit in Delaware & Recent Developments in Effort to Enjoin Company
March 31 2009 - 8:02AM
Business Wire
Eastbourne Capital Management, L.L.C. commented on developments
late yesterday in the class action lawsuit filed against Amylin
Pharmaceuticals, Inc. (NASDAQ: AMLN) and its entire
Board of Directors by Amylin shareholder, San Antonio Fire &
Police Pension Fund. The lawsuit was filed in Delaware�s Court of
Chancery and seeks to invalidate �poison put� provisions in
Amylin�s credit agreements and to require the Amylin Board to
remove the obstacle posed by those provisions to the election of
directors nominated separately by Eastbourne and by funds
affiliated with Carl Icahn.
Rick Barry, Eastbourne Founder and Portfolio Manager said, �We
understand that the Delaware Court has ordered expedited discovery
and set a May 4th trial date to determine whether the Board should
be required to approve all Eastbourne and Icahn Fund nominees for
the purpose of the current election contest. We believe this is an
important step forward that recognizes the potential merit of the
action brought against Amylin and its current directors to seek
relief from the �poison puts� and to allow an open and free
election of directors at this year�s annual meeting.�
Added Barry, �We find it truly unfortunate that shareholders
have been forced to seek a court intervention to ensure a
fundamental shareholder right and the proper functioning of the
most basic shareholder franchise, the annual election of
directors.�
Commenting on the announcement of the Company�s slate of
director nominees, Barry said, �We also believe that the addition
of two new names to an otherwise incumbent slate is too little
change, too late. We would have thought that, if the Board wanted
to demonstrate real change to shareholders, it would have proposed
that new directors form a substantial minority on the Board. At the
very least all three previous Amylin CEO�s who currently sit on the
Board would have stood down.
Concluded Barry, �In addition, if only two directors were to be
replaced as contemplated by the Company�s announced slate, the
Company�s long-reigning Chairman, a board member for over 15 years,
would have been an obvious and appropriate choice to not stand for
election.�
About Eastbourne Capital Management, L.L.C.
Eastbourne Capital Management is a West Coast-based registered
investment advisor that employs an investment philosophy based on
intensive research, a long-term outlook and a belief in working
alongside portfolio companies to enhance shareholder value.
IMPORTANT ADDITIONAL
INFORMATION
Security holders are advised to read the proxy statement, white
proxy card and other documents related to the solicitation of
proxies by Eastbourne Capital Management, L.L.C., Black Bear Fund
I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Master
Fund, L.P., Richard J. Barry, M. Kathleen Behrens, Marina S.
Bozilenko, Charles M. Fleischman, William A. Nuerge and Jay
Sherwood from the shareholders of Amylin Pharmaceuticals for use at
the 2009 Annual Meeting of Shareholders of Amylin Pharmaceuticals
when they are available because they will contain important
information. Such materials will, along with other relevant
documents, be available at no charge at the Securities and Exchange
Commission�s website at http://www.sec.gov or by contacting
Mackenzie Partners, Inc. by telephone collect at (212) 929-5500,
toll-free at 1-800-322-2885 or by e-mail at
amylinproxy@mackenziepartners.com. Information relating to the
participants in such proxy solicitation is contained in Exhibit 1
to the Schedule 14A filed on February 2, 2009 and available free of
charge at the Securities and Exchange Commission�s website at
http://www.sec.gov.
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