SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
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Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-12
Amylin Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
CARL C. ICAHN
DR. ALEXANDER J. DENNER
DR. THOMAS F. DEUEL
MR. JULES HAIMOVITZ
DR. PETER LIEBERT
DR. DAVID SIDRANSKY
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)
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On April 15, 2009, Carl C. Icahn issued a press release in the form attached
hereto which contains the full text of a letter to Mr. Joseph C. Cook, Jr.,
which was transmitted by Mr. Icahn to Mr. Cook prior to the issuance of the
press release.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J.
DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT, DR. DAVID
SIDRANSKY, 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., AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS
OF AMYLIN PHARMACEUTICALS, INC, FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE TO
STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC. FROM THE PARTICIPANTS AT NO CHARGE
AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://SEC/GOV.
INFORMATION RELATING TO THE PARTICIPANTS IN THIS PROXY SOLICITATION IS CONTAINED
IN SCHEDULE 14A FILED BY THE PARTICIPANTS WITH THE SECURITIES AND EXCHANGE
COMMISSION, WHICH DOCUMENTS ARE AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://SEC.GOV.
For Immediate Release Contact Susan Gordon
April 15, 2009 212 702-4309
New York, New York (AMLN:NASDAQ). Carl Icahn announced today that he had
sent the following letter to Joseph C. Cook, Jr., Chairman of the Board of
Amylin Pharmaceutical, Inc. concerning the election of directors to take place
at the forthcoming annual meeting of Amylin's stockholders:
April 15, 2009
Mr. Joseph C. Cook, Jr.
Chairman of the Board
Amylin Pharmaceuticals, Inc.
9360 Towne Centre Drive
San Diego, CA 92121
Dear Mr. Cook:
Amylin is a prime example of what is wrong with the corporate governance of
most American public companies.
We agree with you that the board of Amylin should change. However, three
major stockholders of Amylin, namely Eastbourne, ourselves and, significantly,
Ted Greene - Amylin's co-founder, all agree that the obvious choice for the
first director to leave Amylin's board is you. You have been the Chairman and/or
CEO during the time that an enormous amount of stockholder value has been
destroyed and for reasons, described below, a flawed strategy has existed for
far too long. Removing Ted Green (Amylin's co-founder) and Ginger Graham (former
CEO) rather than you seems like a manifestation of what we believe is the "cult
of personality"
which has adversely affected Amylin.
Like an "imperial" chairman you have taken steps to entrench yourself that
we believe to be unconscionable. You not only have the poison pill but your 2007
indenture has a poison put and your 2007 credit agreement has an even worse
poison put. In addition, as a direct result of your poison pill, large
stockholders of Amylin, such as my entities, may not have meaningful
conversations with other large stockholders such as Eastbourne. Even in
DICTATORSHIPS dissidents are allowed to COMMUNICATE with each other. But not at
Amylin.
Several months ago, I informed you that based on our status as one of
Amylin's largest stockholders and based upon the experiences that I and my
suggested nominees had in ImClone Systems, I believed it would be in Amylin's
best interest to give these nominees representation on Amylin's board. My
nominees and I were proactive in the enhancement of stockholder value at
ImClone. AS YOU MAY BE AWARE, AFTER I WAS ELECTED TO THE BOARD OF IMCLONE IN
OCTOBER 2006, ITS PER SHARE MARKET VALUE INCREASED BY 135% THROUGH ITS SALE IN
LATE 2008. IT IS INTERESTING TO NOTE THAT, IN DIRECT CONTRAST, DURING THE SAME
PERIOD AMYLIN'S PER SHARE MARKET VALUE DECLINED IN VALUE BY 85%. Given that
Amylin is flailing, as is evident from the market for its shares, it is
ludicrous and arrogant for you to contend that my highly qualified nominees, who
were among those responsible for such wonderful results at ImClone, cannot be
beneficial to Amylin. Additionally, it is even more absurd and irresponsible to
enter into a "debilitating" proxy fight to keep my nominees, who are proven and
knowledgeable individuals, off the board.
Around the same time that I asked you for board representation, another
large stockholder, Eastbourne, also informed you it was dissatisfied with the
way you were operating the company and wished to have its representatives placed
on the board. It also informed you it would like the Icahn group to have
representation. In our subsequent discussions, I informed you that I would like
Eastbourne, as well as some of my nominees, to be represented on the board.
While you have stated to us that a proxy fight would be "debilitating" for the
company you have steadfastly refused to allow Eastbourne and us to meet with you
TOGETHER to discuss just how to avoid the "debilitating" proxy fight. Further,
your poison pill prevents Eastbourne and the Icahn group from having any
constructive dialogue with each other.
Having two major stockholders both independently decide to run a proxy
fight against the same board is rare - it dramatically shows how stockholders
have lost faith in the Amylin's board's ability to run the company.
Additionally, it is also almost unheard of, at the same time, to have a
co-founder and director of the company resign and express his displeasure with
your stewardship.
How could it NOT be in the best interest of Amylin and its stockholders to
allow a dialogue to begin among Eastbourne, the Icahn group and the company? We
could immediately enter into discussions on how to end TWO "debilitating" proxy
fights, and more importantly, how to enhance stockholder value in other ways.
With all due respect, Amylin, under your stewardship, has made many grievous
mistakes. For example, Amylin never should have undertaken to spend enormous
amounts of money to maintain a large commercial operation in primary care
diabetes sales --- an absurd commercial effort for a small biotech company. (Had
we been on the board of Amylin when its deal with Lilly was consummated, we
would have fought for a royalty paying arrangement with an option to co-promote
Byetta - an arrangement that could possibly have caused Amylin to have positive
cash flow today.) SG&A has been made too high at Amylin in part as a result of
the primary-care sales force, and in part because management and the board
allowed it to happen. Amylin's SG&A is approximately 47% of sales compared with
other similar biotech companies(1) whose median SG&A is approximately 22%. As
directors, my nominees would seek to have Amylin renegotiate with Lilly to
change their commercial agreement. In addition, we believe that the company
should engage experts to advise on how to reduce the amount of money being
wasted at Amylin. However, at the risk of being facetious, I wouldn't be opposed
to making expenditures to discover an antidote for Amylin's poison pill and
poison puts. I look forward to your response.
Sincerely,
/s/ Carl Icahn
--------------
_________________________
(1) As reported by Amgen Inc., Celgene Corporation, Genentech Inc. and Gilead
Sciences, Inc. for the fiscal year ended 2008.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J.
DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT, DR. DAVID
SIDRANSKY, MR. MAYU SRIS, MR. JEFFREY MECKLER, MR. 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 WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE TO
STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC. FROM THE PARTICIPANTS AT NO CHARGE
AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
INFORMATION RELATING TO THE PARTICIPANTS IN THIS PROXY SOLICITATION IS CONTAINED
IN SCHEDULE 14A FILED BY MR. ICAHN AND CERTAIN OF HIS AFFILIATES WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2009, WHICH DOCUMENT IS
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION' S WEBSITE AT
HTTP://WWW.SEC.GOV.
