- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 11 2009 - 9:25AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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AMYLIN
PHARMACEUTICALS, INC.
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(Name
of Registrant as Specified In Its Charter)
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N.A.
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Icahn Influence
on Biotechnology Boards: Setting the Record Straight Spring 2009
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Legal
Information FORWARD-LOOKING STATEMENTS This presentation contains
forward-looking statements about Amylin. Our actual results could differ
materially from those discussed due to a number of factors, including:
BYETTA, SYMLIN or exenatide once weekly being affected by competition, safety
or other issues; clinical trials not being completed in a timely manner, not
confirming previous results or achieving the intended clinical endpoints;
NDAs or sNDAs not being submitted in a timely manner or receiving regulatory
approval; expense reductions not being as large as we expect; restructure
operations for exenatide not producing the results we expect; financial
guidance we provide may not be accurate; our label update not being finalized
in a timely manner; or manufacturing and supply issues. The pace of market
acceptance and rate of patient adherence may also affect the potential for
BYETTA, SYMLIN or exenatide once weekly. These and other risks and
uncertainties are described more fully in Amylins most recently filed Form
10-K and Form 10-Q. Amylin disclaims any obligation to update these
forward-looking statements. ADDITIONAL INFORMATION AND WHERE TO FIND IT This
presentation may be deemed to be solicitation material in respect of the
matters to be considered at the 2009 annual meeting of shareholders. Amylin
has filed the definitive proxy statement with the Securities and Exchange
Commission (SEC) on April 20, 2009. INVESTORS AND SECURITYHOLDERS ARE URGED
TO READ THE PROXY STATEMENT, THE BLUE PROXY CARD AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and securityholders may obtain the proxy
statement and other relevant documents free of charge at the SECs web site,
www.sec.gov, or from Amylin Investor Relations at 9360 Towne Centre Drive,
San Diego, California 92121. PARTICIPANTS IN SOLICITATION Amylin and its
directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies in
respect of the matters to be considered at the 2009 annual meeting of
shareholders. Information regarding the interests of Amylins directors and
executive officers in the proxy contest are included in Amylins definitive
proxy statement.
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Debunking
Icahns Assertions Critical that investors understand what actually happens
when Icahn gains representation on biotechnology Boards Operational
disappointments Lagging share price performance Focus on sale Prior to the
sale of the company, ImClone was not the success story that Icahn claims
Icahn and Eastbourne nominees lack the expertise needed to launch a
game-changing diabetes therapy Amylins slate delivers the operational
excellence critical to commercializing exenatide once weekly and maximizing
shareholder value
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ImClones Value
after Icahn Reps on Board ImClones royalty rate on Erbitux has remained
unchanged at 39% since 2002, when it signed the initial Bristol collaboration
agreement Icahns Claim Fact Re-charged Partner Relations Increased
Erbitux Sales Merck KGaA nearly tripled ex-U.S. sales from $265MM in 2005 to
$656MM in 2007 driving a significant increase in passive royalties with no
ImClone involvement Erbituxs key competitor, Vectibix, failed its critical
PACCE study, fortuitously paving the way for Erbitux to capture significant
share in colorectal cancer Icahn at ImClone Right Place at the Right Time???
Absent the sale to Lilly, during Alex Denners tenure on the Board ImClones
stock price actually underperformed the comparable companies that Icahn
himself identified in his proxy presentation (1) Of the nine companies where
Icahn has gotten Board representation since 2000, ImClone is the only one
with positive price performance. The others are down an average of 65% since
he gained representation on the Board Icahns only demonstrated path to value
creation is a sale Our Nominees Helped Deliver Results and ImClone Shares
Dramatically Outperformed (1) Comparable companies consist of AMGN, BIIB,
CELG, DNA, GENZ and GILD. From May 2, 2006 to day prior to BMY proposal (July
30, 2008), IMCL lagged the peer index by 6.3%
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Increase in
Royalty Revenues Increase in Other Revenues Increase in SG&A Increase in
Other Operating Expenses Net Change in EBITDA Increase in R&D Reduction
in CAPEX Net Change in Free Cash Flow Icahn touted that Tighter Cost
Controls Contributed to Higher Cash Flow at ImClone ImClone costs increased
by $113MM over the time period 2005-2007 (1). These increased costs reduced
impact of high margin royalty revenues ImClone completed construction on its
new $334MM BB50 manufacturing facility during Q4 2005. This led to major
reduction in CAPEX, not tight cost controls from Icahn Icahn is attacking
Amylin for costs associated with building operating leverage while taking
credit for results enabled by operating leverage at ImClone The Inconvenient
Truth Behind Icahns Cost Controls ImClone 10-K Filed 2/29/2008 Values
rounded to nearest million ($MM) Increase in 2005 2007 Free Cash Flow :
The Real Story (2) 93 60 49 52 155 4 0 50 100 150 200 250 ImClone's $167MM
increase in free cash flow was almost entirely a function of higher Erbitux
royalties and completion of the BB50 facility NOT at all attributable to
tighter cost controls as Icahn claims 74 167
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A Series of
Operational Disappointments $ Volume (MM) 5/2/06 8/24/06 12/19/06 4/13/07
8/8/07 12/3/07 3/27/08 7/22/08 11/14/08 Volume Earnings Miss Price Revenue
Guidance Down ImClone consistently underperformed Wall Street expectations
during Denners tenure Growth in EPS was substantially driven by partners
performance Share price lagged peers from May 2006 until just prior to BMY
acquisition offer (1) Analysts reduce FY07 top-line estimates Analysts reduce
FY08 top-line estimates 10/25/07 Q3 Earnings Reports Q2 EPS of ($0.01)
missing consensus estimates of $0.30 Erbitux sales inflated due to a
distribution model change resulting in inventory buildup Analysts reduce FY07
top-line estimates 3/22/07 Amgens Vectibix fails in critical Phase III PACCE
trial in CRC 10/6/08 IMCL and LLY enter into a definitive merger agreement at
$70/share 7/31/08 BMY makes $60MM All cash offer 7/24/08 Q2 Earnings Reports
Q2 EPS - misses consensus estimates Analysts reduce FY07 top-line estimates
(1) Comparable companies consist of AMGN, BIIB, CELG, DNA, GENZ and GILD.
From May 2, 2006 to day prior to BMY proposal (July 30, 2008), IMCL lagged
the peer index by 6.3% 20 30 40 50 60 70 80 5 10 15 20 25 30
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Adventrx:
Icahn's Other Biotech Board Experience $ Volume (MM) 8/12/05 8/12/06 8/12/07
8/12/08 5/8/09 Volume Price Presiding over significant value destruction
8/12/05 Adventrx appointed Keith Meister to its Board, increasing Board
membership from 5 to 6. Mr. Meister was nominated by Carl Icahn 5/8/09 Since
the appointment of Mr. Meister, Adventrx stock price has declined 96% 0 1 2 3
4 5 6 4 8 12 16 20 24
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