Eastbourne Capital Management, L.L.C. today announced that it
has sent a letter to shareholders of Amylin Pharmaceuticals, Inc.
(NASDAQ: AMLN) in connection with Eastbourne�s solicitation of
proxies in support of the election of three new directors to the 12
member Board of Directors of Amylin at the 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. Eastbourne
is also seeking authority to vote for the two nominees proposed by
affiliates of Carl Icahn.
Richard J. Barry, Eastbourne Founder and Portfolio Manager,
commented, �The nominating shareholders, Amylin�s founder and the
three leading proxy voting advisory services have all called for
change to the Amylin Board of Directors. The company, for its part,
is spending millions in an effort to maintain the status quo.
Shareholders, the true owners of Amylin, deserve better. Amylin
needs new leadership to move beyond the status quo and help this
company reach its full potential. With the annual meeting fast
approaching, we urge Amylin shareholders to support change and vote
for all three of our nominees � Dr. Kathleen Behrens, Charles
Fleischman and Jay Sherwood � on Eastbourne�s WHITE proxy
card today.�
The full text of the letter follows:
May 18, 2009
Dear Fellow Amylin Shareholder:
Eastbourne Capital Management, L.L.C. is seeking your support to
elect three new directors to the 12 member Board of Directors of
Amylin Pharmaceuticals, Inc. at the 2009 Annual Meeting of
Shareholders to be held on May 27, 2009. Eastbourne�s proposed
nominees are Dr. Kathleen Behrens, Charles Fleischman and Jay
Sherwood. These new, highly-qualified and independent directors
will add their significant skills, experience, objectivity and
judgment to the Board. We are also seeking your authority to vote
for the two nominees proposed by affiliates of Carl Icahn.
SHAREHOLDERS ARE DEMANDING CHANGE
BUT THE COMPANY IS SPENDING MILLIONS TO MAINTAIN THE STATUS
QUO
Taken together, the shares held by Eastbourne and Icahn
represent nearly a quarter of the Company�s outstanding shares. In
direct contrast, the directors nominated for election by the
Company only hold 0.77% of the outstanding shares. As significant
owners of the company, we have been consistent in our demand for
better direction and additional skills on the Board to help guide
management and realize Amylin�s full potential. However, rather
than embrace change, the incumbents have chosen to oppose us in
this election contest � which they estimate will cost the company
$7 million � in an effort to essentially maintain the status quo.
Please ask yourself, is this the type of leadership you want or
deserve?
THREE LEADING INDEPENDENT PROXY
ADVISORY FIRMS SUPPORT CHANGE AT AMYLIN PHARMACEUTICALS
We believe change is needed at Amylin. But don�t just take our
word for it. The three leading independent proxy advisory firms �
RiskMetrics Group, Inc., Glass Lewis & Co and PROXY Governance,
Inc. �have each come to the same conclusion that Amylin will
benefit from new leadership and that new directors are needed to
oversee the company�s efforts to become a successful commercial
enterprise. Over 30% of Amylin�s institutional shareholders,
including many of its largest holders, subscribe to these three
proxy advisory services as part of their decision making process.
Here�s what they had to say about Amylin and the need for
change:
�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.�
RiskMetrics Group, Inc. (1)
�[W]e believe that Icahn Partners and Eastbourne have
successfully shown that there are serious problems at Amylin. The
Company has missed its earnings projections in each of the prior
two years and currently has not provided earnings guidance for
2009. It also is concerning that the Company�s SG&A expenses
are so high relative to its peers. Notably, the board does not
address this issue in its proxy nor does it discuss any plans to
lower these costs.�
Glass Lewis & Co (2)
�If the central issues then are all about commercialization �
and more broadly, the challenge of evolving from an R&D house
to a commercial enterprise � the evidence of the Byetta launch
seems to bear out much of the dissident critique.�
�Even if the current structure of the sales force is the right
structure, moreover, the fact that there have been four significant
sales force restructurings over the past year seems to bear out the
dissidents� concern that the board has been fumbling toward a
strategy at the very moment the company�s commercial efforts should
have been hitting their stride.�
PROXY Governance, Inc. (3)
THE ELECTION OF NEW DIRECTORS WILL
BRING NEEDED SKILLS AND INDEPENDENCE TO THE AMYLIN BOARD
This is a critical time for Amylin and the election of new
directors will add the needed skills and independence to the Board
to help the company move beyond past failures. New leadership and a
fresh perspective will allow the Board to refocus the company�s
commercial strategy and reassess Amylin�s future prospects. The
proxy advisory services agree:
�[W]e believe that the current board could benefit from the
participation of new representatives with a fresh perspective. The
participation of outside directors will help ensure that Amylin�s
board addresses the current issues at the Company and positions the
business for the opportunities going forward.�
�Further, considering the long term performance troubles, we
believe that the additional participation of a large outside
investor could help the board hold management accountable for it
performance. As such, we support the election of Jay Sherwood, a
Managing Director of Eastbourne, to the Amylin board.�
Glass Lewis & Co (2)
�[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.�
�[N]ominee Fleischman would bring significant experience in
establishing commercialization partnerships with large
pharmaceutical companies, as well as significant experience
navigating the FDA.�
RiskMetrics Group, Inc. (1)
�[T]he dissidents collectively have considerable skin in the
game, with more than a fifth of total shares outstanding, and
meaningful experience in guiding the transformation of companies
into successful commercial enterprises.�
�Because we believe the dissidents have made a compelling
argument that the board needs additional expertise to effectively
oversee the company�s transition into a successful commercial
enterprise, we believe shareholders would be best served by
electing the five dissident nominees to join the seven incumbent
directors the dissidents are also supporting.�
PROXY Governance, Inc. (3)
LOSING $5 BILLION IN SHAREHOLDER
VALUE WAS ENOUGH � THE CURRENT BOARD HAS NOT EARNED THE PRIVILEGE
TO �TRY� AGAIN
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 $10.50 on May 15, 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
performed worse than Amylin.
See Multimedia Asset labeled "Performance Since Amylin High
On August 9, 2007 AMLN Share Price Vs. AMEX Biotech Index"
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5967970&lang=en
See Multimedia Asset labeled "AMLN Share Price Vs. AMEX
Biotech Index 3-Year Performance" http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5967970&lang=en
Source: Bloomberg � as of April 24, 2009
We believe that the dramatic loss of shareholder value is
largely due to Amylin�s failure, under its current leadership, to
formulate and execute a consistent or successful commercialization
strategy for its principal product, Byetta. This shortcoming is
extremely concerning given the tremendous potential of Amylin�s
marketed products and the significant opportunities in its R&D
pipeline. For Eastbourne and for each of our nominees, the goal is
clear: Maximize the chances for commercial success of the upcoming
Exenatide Once-Weekly launch and realize the full potential of
Amylin.
VOTE FOR EASTBOURNE�S NOMINEES TO
HELP GUIDE AMYLIN THROUGH THIS CRITICAL PERIOD
Our three nominees will, if elected, comprise only a minority of
the Board, even if taken together with the two nominees of Carl
Icahn. If elected, our nominees intend to:
- Work alongside the other members
of the Board and encourage a re-assessment of the current sales and
marketing strategy for Byetta.
- Review the launch of Exenatide
Once-Weekly with the Board and management.
- Push for a thorough examination
of the company�s R&D priorities and investment allocation.
- Evaluate the Company�s expense
controls, headcount allocation and cashflow assumptions for 2009
and 2010.
We are also seeking your authority to vote for seven of the
twelve individuals nominated by the incumbent Board. We are not
seeking authority to vote, and will not vote any WHITE proxy cards,
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.
VOTE THE WHITE PROXY CARD
TODAY
Sincerely, /s/ Richard J. Barry Founder & Portfolio Manager
Eastbourne Capital Management, L.L.C.
(1) RiskMetrics Group, Inc. �Amylin Pharmaceuticals Inc. Proxy
Fight with Eastbourne Capital Management and Carl Icahn� (May 15,
2009). (2) Glass, Lewis & Co. LLC �Proxy Paper: Amylin
Pharmaceuticals, Inc.� (May 2009). (3) PROXY Governance, Inc.
�Amylin Pharmaceuticals� (May 17, 2009). Consent to use the
statements in this letter was not sought or obtained from any third
party.
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.
Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5967970&lang=en
Amylin Pharmaceuticals, Inc. (MM) (NASDAQ:AMLN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Amylin Pharmaceuticals, Inc. (MM) (NASDAQ:AMLN)
Historical Stock Chart
From Jul 2023 to Jul 2024