RiskMetrics Supports Change to the Board of Directors at Amylin
May 15 2009 - 7:02PM
Business Wire
Eastbourne Capital Management, L.L.C. today announced that
RiskMetrics Group, the leading independent proxy voting and
corporate governance advisory firm, has recommended that
shareholders of Amylin Pharmaceuticals, Inc. (NASDAQ: AMLN) vote on
Eastbourne�s WHITE proxy card FOR the election of Eastbourne
nominees, Dr. Kathleen Behrens and Charles Fleischman, along with
Icahn nominee, Alex Denner, to the 12 member Board of Directors at
Amylin�s 2009 Annual Meeting of Shareholders. Eastbourne has also
proposed nominee Jay Sherwood and strongly urges shareholders to
elect all three of its nominees to the Board. Eastbourne currently
owns approximately 12.5% of Amylin�s outstanding shares.
Rick Barry, Eastbourne Founder and Portfolio Manager, commented,
�We are very pleased that RiskMetrics has recognized that Amylin
shareholders should support significant change at the Board level.
In recommending that shareholders elect three dissident nominees,
RiskMetrics believes that the presence of these nominees will
�likely prove beneficial to long-term shareholder value� at
Amylin.� The opportunity to maximize the benefits of the upcoming
Exenatide Once-Weekly product launch is upon us, and we believe
firmly that substantial change at the Board level is necessary to
provide more effective management oversight, objectively re-assess
Amylin�s current strategy and increase commitment to creating value
for all shareholders.�
Barry added, �We strongly agree with RiskMetrics� summary that
Amylin has �not fired on all strategic pistons,� and that nominees
from Eastbourne and Icahn will likely add long-term value to the
Board. However, we urge Amylin shareholders to vote for all three
of Eastbourne�s nominees � Dr. Kathleen Behrens, Charles Fleischman
and Jay Sherwood � to add the strong leadership that Amylin needs
to secure the Company�s future. We urge all Amylin stockholders to
vote on Eastbourne�s WHITE proxy card today.�
Eastbourne highlighted that RiskMetrics, in its analysis,
noted:
- �Most of the Amylin shareholders
to whom we spoke, even the shareholders that are likely to support
the company, acknowledge that Amylin has not fired on all strategic
pistons.�
- �Over the 5-year period ending
just prior to the FDA warning, Amylin underperformed a relevant
index and the peer group selected by the board as the benchmarks
against which management compensation is set.�
- �In comparison to its peers,
Amylin appears to have had some difficulty controlling SG&A
expense. Although Amylin argues that the peer group selected by the
dissidents is not comparable given the different stages of the
business life cycle each company currently inhabits, we note the
peer set used by the dissidents is the peer set selected by the
company itself in its proxy materials. Amylin�s operating
inefficiency is higher than relevant peer groups, even after
adjusting for life cycle stage.�
- �[E]ach [of the company�s steps
to nullify the particularly shareholder-unfriendly aspects of it
poison puts and poison pill] was taken only under the harsh glare
of a relatively high profile proxy fight. Reactive steps taken by a
board under duress (steps that the company must consider to be
appealing to a significant number of shareholders who are
unaffiliated with the dissident), while certainly better than no
response, in some way bolsters the case for supporting at the
dissident as a way to help to ensure that the board continues to be
responsive to shareholder concerns.�
- �[N]ominee Behrens would bring
significant venture capital experience to the board, as well as
significant experience in the scientific public sector, a factor
that may become more important as the new administration attempts
to retool public healthcare. Behrens was also interviewed by
several members of the incumbent board during settlement
negotiations, and there is nothing in the record that indicates the
board was opposed to her nomination. In addition, the company in
its most recent deck acknowledges that Behrens has diabetes
expertise.�
- �[N]ominee Fleischman would
bring significant experience in establishing commercialization
partnerships with large pharmaceutical companies, as well as
significant experience navigating the FDA.�
Eastbourne urges 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 is seeking authority to vote for the two Icahn
nominees. Eastbourne will not vote for the following incumbent
directors nominated by the Board of Amylin: Joseph C. Cook, Jr.,
former CEO and Amylin�s long-reigning chairman, James N. Wilson,
the �lead independent director,� as well as Steven R. Altman, James
R. Gavin III and Joseph P. Sullivan.
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 and white proxy card mailed on May 4, 2009, 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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