Eastbourne Capital Files Presentation Outlining the Case for Change at Amylin Pharmaceuticals
May 06 2009 - 8:00AM
Business Wire
Eastbourne Capital Management, L.L.C. (�Eastbourne�) announced
today that it had filed with the Securities and Exchange Commission
a detailed presentation for shareholders in connection with its
solicitation of proxies in support of the election of three new
directors to the 12 member Board of Directors of Amylin
Pharmaceuticals, Inc. (�Amylin�) (NASDAQ: AMLN) at Amylin�s 2009
Annual Meeting of Shareholders. Eastbourne�s proposed nominees are
Dr. Kathleen Behrens, Charles Fleischman and Jay Sherwood.
Eastbourne currently owns approximately 12.5% of Amylin�s
outstanding shares. In its definitive proxy statement filed earlier
this week, Eastbourne also indicated it is seeking authority to
vote for two of the nominees proposed by affiliates of Carl
Icahn.
The presentation makes the following points, among others:
- While under the leadership of
Amylin�s current Board and management, Amylin�s shares have fallen
over 75%, from a peak of $51.43 in 2007 to $11.58 on May 4, 2009, a
loss of approximately $5 billion of shareholder value. Since August
9, 2007, only two of the other nineteen companies in the AMEX
Biotech Index have been worse performers than Amylin.
- Eastbourne believes that the
dramatic loss of shareholder value is attributable not solely to
external factors but largely to Amylin�s failure, under its current
leadership, to formulate and execute a commercialization strategy
for its principal product, Byetta, that is either consistent or
successful, to predict revenues accurately, to manage costs in a
timely manner, and to anticipate and address product concerns.
Eastbourne particularly notes that growth in Byetta prescriptions
slowed significantly at the end of 2006, nearly a full year before
the first FDA pancreatitis alert in October 2007, and that six out
of the last nine quarters have seen a sequential drop in new Byetta
prescriptions while competing diabetes drugs have been
growing.
- Amylin�s Exenatide program is a
promising therapy with extraordinary potential. A timely and
effective launch of Exenatide Once-Weekly can give Amylin a head
start over potential competition and represents Amylin�s best
chance for commercial success. Eastbourne believes Amylin�s
shareholders cannot risk a failure to successfully commercialize
Exenatide Once-Weekly.
- Eastbourne believes that
shareholders should hold the incumbent Board accountable for the
performance of the management it supervises and that the Board has
not provided, and as currently composed, will not provide the
judgment and strong leadership that Amylin needs at this critical
juncture.
- Eastbourne�s nominees, would, in
its view, add significant value to the Board, bringing skills,
experience, objectivity and judgment to help the Board consider
proper steps to maximize the commercial value of Amylin�s
assets.
Rick Barry, Eastbourne Founder and Portfolio Manager, said, �We
have been patient shareholders of Amylin for years and we remain
great believers in the promise of the company�s products for
patients and investors. We believe Exenatide Once-Weekly has
multi-billion dollar commercial potential. But Amylin�s
disappointing commercial results to date and what we believe is
management�s failure to understand, or reluctance to acknowledge,
the internal causes of those results lead us to conclude that the
incumbent Board is incapable of the forceful leadership we believe
is needed to address the current issues of stagnating revenue
paired with increasing operating losses and to make a commercial
success of the enormous potential of Amylin�s pipeline.�
Added Barry, �It is not surprising to us that Amylin has been
able to advance its timetable and submit a New Drug Application for
Exenatide Once-Weekly as we approach this year�s annual meeting, a
step investors have been anticipating for some time. We believe
this step only underscores the urgency to have innovative and
forceful leaders at the helm of the company as it prepares for the
launch of the product. We are also struck by the timing of the
apparent realization by Amylin�s management, reflected in the
company�s just announced �New Sales Approach,� that the company�s
cost structure needs to be addressed, coming as it does less than a
year after moving to increase the company�s sales force by
15%.�
Concluded Barry, �It has consistently been our view that Amylin
management needs more effective oversight and guidance from the
company�s Board and the Board needs directors with the business
skills and experience to provide that leadership now more than ever
at this point in the Company�s life and in the face of its recent
performance. The directors we have nominated are independent of
Amylin and unburdened by the decisions of the past. They will come
to the Board without preconceived notions, prepared to assess and
pursue the best means for the commercialization of Amylin�s
products and to evaluate the strategic opportunities available to
Amylin that can maximize shareholder value. We urge our fellow
shareholders to vote their WHITE proxy card and elect Eastbourne�s
director nominees, who are firmly committed to the future success
of Amylin and acting in the best interests of all
shareholders.�
Eastbourne does not currently intend to solicit proxies or seek
authority to vote for more stockholder-proposed nominees than would
represent a minority of the Board if elected. Eastbourne is not
seeking authority to vote for, and will not be voting for, and
urges shareholders to withhold their votes from, the following
incumbent directors nominated by the incumbent Board of Amylin:
Steven R. Altman, Joseph C. Cook, Jr., James R. Gavin III, Joseph
P. Sullivan and James N. Wilson.
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 definitive proxy
statement filed on May 4, 2009,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, Charles M. Fleischman and Jay Sherwood, from the
shareholders of Amylin Pharmaceuticals for use at the 2009 Annual
Meeting of Shareholders of Amylin Pharmaceuticals because they
contain important information. Such materials are, along with other
relevant documents, 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
Eastbourne�s definitive proxy statement.
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