Icahn Issues Open Letter to Amylin Shareholders
May 14 2009 - 9:29AM
PR Newswire (US)
NEW YORK, May 14 /PRNewswire-FirstCall/ -- Carl Icahn announced
today that he issued the following open letter to shareholders of
Amylin Pharmaceuticals, Inc. (NASDAQ:AMLN). May 14, 2009 Dear
Fellow Amylin Shareholders: Amylin's May 11, 2009 letter to
shareholders represents a complete obfuscation of the facts and the
reality of this proxy contest. Instead of focusing on what Amylin's
board has achieved or, in my opinion, what they have failed to
achieve over the past many years as fiduciaries for shareholders
capital, Amylin elected to denigrate my track record and especially
the success my nominees and I achieved for all shareholders at
ImClone. Their recent letter is another example of the Board's
habit of misstating the facts and another obvious attempt to hide
the Board's failures. I believe my investment track record speaks
for itself and have never needed to defend it in a public proxy
contest. 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. Something Amylin's board has not done.
Fact: Over the last seven years, this Board has overseen the loss
of billions of dollars of shareholder value despite having BYETTA,
a blockbuster drug with enormous potential. Meanwhile, during this
same period (the period that they have selected to criticize my
investments), at the risk of being immodest, I have made billions
of dollars for shareholders of the many companies I invested and
became actively involved in. Businesses which I have owned and
served as a director of, including casino companies, oil & gas
businesses, railcar interests and Icahn Enterprises to name a few,
have increased many fold in value during that same timespan, yet
they fail to mention any of these investments. Furthermore, Amylin
selectively omits mention of the numerous public companies where I
have invested as a shareholder activist, filed a 13D, and
ultimately convinced management that the best way to create value
is to work together in the interest of all shareholders. In the
cases of Kerr-McGee, BEA Systems, Medimmune, Fairmont Hotels and
KT&G to name a few, my involvement helped to create many
billions of dollars of value for shareholders. Amylin fails to
mention this in their unfounded critique of my record. Fact: Amylin
attempts to criticize Dr. Alexander Denner's tenure on the board of
ImClone and as Chairman of the Executive Committee and my
involvement as Chairman of the Board. Let me provide you with a
dose of reality. Before my involvement as a director, the stock had
languished at approximately $31.00 a share and strategic buyers had
little interest in the Company. Most importantly, ImClone had
failed to realize the potential of its significant intellectual
property and R&D pipeline. We invested to accelerate the
potential for our vast pipeline, greatly improved our relationship
with our strategic partner Bristol-Myers, hired a new CEO, and
"cleaned up" our operations and reduced fixed costs. To me, that
represents substantial success. Clearly, the industry agreed.
Bristol-Myers made an unsolicited offer to buy the company at $60
per share, a substantial premium over the then market price of
approximately $46.44. We refused to accept their bid but we did not
ignore it. Instead, we ran a process that resulted in a
significantly higher deal with Eli Lilly at $70 per share. Alex
Denner joined ImClone's board in May 2006 and I joined in October
2006. When I joined, the shares were trading at approximately
$31.00. In November, 2008 shareholder's received $70.00 in cash,
approximately a 125% return. Yet Amylin's board has the audacity to
challenge the success of our involvement at ImClone. There is an
old saying, "Physician heal thyself." Fact: Amylin would like you
to believe that there is some special agenda behind my desire to
have my nominees elected to the Company's board. Specifically, they
have alleged, without any factual basis for doing so, that my
agenda is to sell Amylin. This is simply incorrect. Amylin
apparently believes in the totalitarian dictate, that if you make
the same misstatements often enough people will begin to believe
them. Let me again set the record straight. My agenda in nominating
my slate of directors for Amylin is very simple -- to help insure
the Board holds management accountable to maximize long-term value
for all shareholders. Specifically, I believe this should be the
agenda of all Amylin directors and more generally I believe this
should be the agenda of all corporate directors. In recent memory,
ImClone is the only public company that has been sold while Icahn
nominees have served as directors and even with ImClone we did not
seek to sell the company and in fact we had vigorously argued
against the company's previous attempt to sell itself for a
valuation in the $37 range. However, when we ultimately received an
unsolicited bid at a substantial premium for the Company, we did
what good fiduciaries should. We ran a process that maximized the
value of any potential bid and then compared that to our base case
stand-alone valuation and determined that $70 per share from Eli
Lilly was the best result for shareholders. I expect and hope that
Amylin's board would agree that we did what was best for ImClone
shareholders; and, furthermore, given the same set of facts I
believe shareholders would demand they behave in the same manner.
My vision for directors has served me well at the companies I have
owned and/or served as a director and has also served my nominees
well at the companies whose boards they serve on. Fact: The reality
of investing is that many winning investments take time to
materialize. Most misleadingly, Amylin criticizes the successes of
my nominees and me in three previous well publicized proxy contests
where I have had large investments namely Blockbuster, Motorola and
Yahoo! Ironically, these are three instances where I am perhaps
most pleased with the value that Icahn nominees have added as
directors. In each of these cases, my nominees joined the boards as
a result of proxy contests and despite potential worries, by some,
of disruption, in all three cases Icahn nominees have been
unanimously re-nominated for service by the incumbent boards. In
addition, in all three cases I have been a long term shareholder
and currently own more shares than the day my nominees joined the
boards. (Let us compare this to Amylin's Chairman Joseph Cook who
has been an active seller of Amylin stock in recent years.) Without
violating boardroom confidences, I can emphatically state that my
nominees have been constructive additions to each of these boards.
Amylin omits to mention the following facts: Motorola: My nominees
have served on the board of Motorola for slightly over 1 year.
During this period, my nominees played an active role in recruiting
Dr. Sanjay Jha, the former Chief Operating Officer of Qualcomm to
join Motorola as Co-CEO. Sanjay is responsible for repositioning
Motorola's Mobile Device business -- under this new leadership
significant progress is being made. In addition, my nominees have
worked with Motorola's management and board to assist in Motorola's
efforts to separate its mobile devices business in as expeditious a
manner as possible. Finally, my nominees were all unanimously
proposed for re-election by the Motorola board. It takes time to
turn around a business like Motorola which has long product
development cycles; however, I am confident that great strides have
been achieved over the last 12 months and the foundation has been
laid for future profits. I am pleased that my nominees have helped
to play a critical role in this effort. Furthermore, I believe the
market has also begun to realize that there is a new Motorola.
Year-to-date, despite a very difficult macroeconomic environment,
Motorola's share price has appreciated by over 30% -- another fact
Amylin omits. Yahoo!: I and two other nominees have served on
Yahoo!'s board for approximately 1 year. During this period at
Yahoo! we have been instrumental in and have been supportive of the
significant changes at the Company. Carol Bartz has replaced Jerry
Yang, the Company's founder, as CEO. Carol brings a wealth of
management experience to Yahoo! Furthermore, during this period,
Yahoo! has aggressively cut costs and been able to achieve
consensus expectation for operating cash flow despite the worse add
recession any of us can remember. Finally, I have been a public and
private advocate of Yahoo! entering into a strategic transaction
with Microsoft. As a board member, I believe I have played a key
role in helping to restore the relationship between Yahoo! and
Microsoft and restarting appropriate discussions between the two.
As in the case of Motorola, my nominees have all been unanimously
proposed for re-election to Yahoo!'s board. However, Amylin omits
to mention that Yahoo! shares have appreciated over 20% year to
date, driven in part by better than expected operating performance
and new hopes of a strategic relationship with Microsoft. We
believe the changes mentioned above, which I and my nominees have
strongly supported are now beginning to bear fruit. Blockbuster: I
have been a long-term investor and director of Blockbuster. While I
am not content with the Company's share price performance, I take
great pride in my involvement as a director and have put a great
deal of time and effort into helping Blockbuster address the
cyclical pressures their business model faces. I worked to replace
John Antioco as CEO without the company having to pay almost $50
million in severance. Jim Keyes, a proven retail CEO, was brought
in to replace him and has made great progress in growing EBITDA.
The Company's EBITDA is approximately $300 million despite the
challenges it faces. Finally, I have played an active role in
working with Jim to address and improve the financial flexibility
of the Company, for now, helping to overcome, some very significant
balance sheet issues during the current credit market crisis. I am
confident that I have added great value as a Blockbuster director.
Lastly, Amylin misleadingly criticizes my involvement in Federal
Mogul where I am Chairman and a majority shareholder. This has been
a very profitable investment for me. I acquired the debt securities
of this company in bankruptcy and helped to restructure its balance
sheet and position it as one of the highest rated and financially
strong automotive companies in the world today. Misleadingly, they
chose to highlight Federal Mogul's performance over the past year
and not since my involvement began. Furthermore, during this
horrible period of time in the automotive industry, Federal Mogul's
operating results and share price has significantly outperformed
peers. I have taken the time to detail the above positions to set
the record straight about our value as directors and to make the
point that in most instances I am a long-term value investor. I
have held many of my positions for years during which investors
made billions of dollars. When my nominees go on boards they take
their responsibilities and duties seriously. We are owners who work
with management to create long-term sustainable value. I believe
Amylin's Board could use a dose of this discipline. Sincerely, Carl
Icahn ON MAY 6, 2009, THE PARTICIPANTS FILED A DEFINITIVE PROXY
STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY
HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C.
ICAHN, DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MAYU SRIS,
JEFFREY MECKLER, DR. ERIC ENDE, ICAHN PARTNERS LP, ICAHN PARTNERS
MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS
MASTER FUND III LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES
HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP,
ICAHN OFFSHORE LP, BECKTON CORP., AND CERTAIN OF THEIR RESPECTIVE
AFFILIATES FROM THE STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC.
FOR USE AT ITS ANNUAL MEETING, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS.
THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY IS AVAILABLE TO
STOCKHOLDERS OF AMYLIN PHARMACEUTICALS INC. FROM THE PARTICIPANTS
AT NO CHARGE AND IS ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT http://www.sec.gov/ OR BY
CONTACTING D.F. KING & CO., INC. BY TELEPHONE TOLL FREE AT
1-800-488-8075. DATASOURCE: Carl Icahn CONTACT: Susan Gordon, for
Carl Icahn, +1-212-702-4309
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