- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
May 21 2009 - 12:01PM
Edgar (US Regulatory)
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934 (Amendment No. __)
Filed by
the Registrant
o
Filed by
a Party other than the Registrant
x
Check the
appropriate box:
o
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Preliminary
Proxy Statement
|
o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to
§ 240.14a-12
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Amylin
Pharmaceuticals, Inc.
(Name of
Registrant as Specified In Its Charter)
CARL C.
ICAHN
DR.
ALEXANDER J. DENNER
DR.
THOMAS F. DEUEL
MR. MAYU
SRIS
MR.
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.
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (check the appropriate box):
o
|
Fee
computed on table below per Exchange Act Rule 14a-6(i)(4) and
0-11.
|
1) Title
of each class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
3) 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):
4) Proposed
maximum aggregate value of transaction:
5) Total
fee paid:
o
Fee
paid previously with preliminary materials.
o
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.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
Dear
Amylin
Stockholder, May
15, 2009
We
believe that Amylin’s board has destroyed value through overseeing weak
commercialization efforts for BYETTA, building a primary care sales force,
creating a cost structure inappropriate for the organization’s current needs and
entering a poorly constructed commercial agreement with Eli
Lilly. The successful development and commercialization of BYETTA LAR
is critical to Amylin’s future and we do not have faith in the ability of the
current board to maximize value.
We
believe leadership has failed in many ways:
|
·
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Stock
has declined 73% from December 2005 to December 2008 – slide
8
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·
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BYETTA
sales have missed analyst estimates – slide
10
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·
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Strategy
of building a primary care sales force was flawed – slide
11
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·
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Lilly
partnership has destroyed value – slide
12
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·
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SG&A
expenses are 47% of sales, significantly higher than peers – slide
13
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·
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Of
the 43 companies selling the top 150 products in 2007, Amylin is the only
company without operating profits in 2007 and 2008 – slide
15
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·
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Two
different poison puts further entrench the current board – slide
17
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·
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CEO
paid well despite poor performance – slide
20
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Our
proposals include:
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·
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Examine
ways to better allocate resources and reduce overhead
spending
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·
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Revisit
the Eli Lilly agreement to create a better
“partnership”
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·
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Develop
a proactive sales force strategy
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·
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Reinvigorate
the R&D efforts
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Our
experienced director nominees successfully helped effect change at ImClone
Systems which resulted in substantial value creation. We believe the
ImClone and Amylin situations are analogous and drawing upon our nominees’
ImClone experience will benefit all Amylin stockholders.
Specifically,
at ImClone, the board (including both of our director nominees), recharged
partner relations, optimized the cost structure, rebuilt the product pipeline,
settled litigation, and improved the culture.
We
believe the Amylin board has destroyed value and put their interests before
stockholder interests. The current board cannot be trusted to achieve
the full potential of BYETTA LAR. Unrealized value can be achieved
with the right board oversight. Electing our directors could help
enhance value for all stockholders.
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.
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