PRESS RELEASES
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| Amylin Sends Letter To Shareholders |
Urges Shareholders to Support the Board's Strategy and Vote the BLUE Proxy Card Today to Elect Amylin's Highly-Qualified Nominees The text of the letter from Dear Fellow Amylin Shareholder: Amylin's Annual Meeting is nearly two weeks away -- on Amylin now has the opportunity to transform the treatment of diabetes with
exenatide once weekly. We urge you to vote to elect Amylin's Director nominees and protect the value of your investment. Vote the BLUE proxy card TODAY by telephone or Internet, or by signing, dating and returning the BLUE proxy card in the postage paid envelope provided. Please discard any Gold or White proxy cards you receive from Carl Icahn
or UNDER YOUR BOARD'S LEADERSHIP AMYLIN IS SUCCESSFULLY EXECUTING ITS STATED STRATEGY AND ACHIEVING KEY MILESTONES In the fall of 2008, Amylin clearly articulated its strategy for creating value in 2009 and beyond. Your Board and management team have already delivered on several key strategic initiatives, including:
--
We note that Mr. Icahn and Eastbourne ignore the achievement of these milestones because they are inconsistent with their "sell now" agenda. THE EXENATIDE ONCE WEEKLY OPPORTUNITY Within the next two decades, cases of diabetes are estimated to grow by
55% globally. Last year there were over 23 million people with diabetes in the
-- "Many analysts believe that if [exenatide once weekly] makes it
through [the FDA approval process it] may be a blockbuster, maybe even
a mega blockbuster drug." -- Mike Huckman, CNBC, Pharmaceutical
Reporter,
ICAHN AND EASTBOURNE SUFFER FROM A FUNDAMENTAL MISUNDERSTANDING OF AMYLIN'S BUSINESS In pursuit of their agenda, Mr. Icahn and Eastbourne have launched a number of ill-informed attacks and comparisons that we believe reflect a lack of basic understanding of our business. 1. Attacking the Relationship with our An essential element of Amylin's growth has been the successful partnership of Amylin with Lilly. We entered into a partnership with Lilly that was extremely beneficial to our shareholders and was well-received by the financial community. Amylin maintained control of the exenatide molecule and obtained the financial and operational support of a powerful leader in the diabetes sector. This combination enabled us to grow BYETTA(R) (exenatide) injection, a
first-in-class alternative, into a source of nearly
-- Establishing a leading franchise with our current injectable product
BYETTA.
-- Completing extensive clinical studies establishing the superiority of
exenatide once weekly to competitive agents.
-- Learning what high-prescribing physicians and patients want from our
medicines.
As we near the completion of the development phase of exenatide once weekly, we have taken a number of decisive steps to maximize the value of Amylin. The results:
-- The ExenatideOne structure -- the Amylin and Lilly integrated medical,
development and marketing team based in
The attempts of Mr. Icahn and Eastbourne to undermine this partnership are troubling, given the importance and clear benefits of Amylin working with Lilly at this critical point. 2. Criticizing the Sales Force Strategy Initially, our sales strategy was focused on the broad and deep market penetration of BYETTA. Through these substantial selling efforts, we developed relationships with key physicians, learned about their prescribing habits and achieved critical mass for BYETTA. As recently announced, we are optimizing our sales force to realize our objective of maximizing the number of physicians prescribing BYETTA and achieving maximum synergy with the Lilly sales force. With the level of penetration established through the BYETTA rollout, we believe that this optimization will support the successful launch of exenatide once weekly. These initiatives support our previously announced objective to be cash
flow positive by the end of 2010. The Company's new sales force approach is
expected to result in an annualized benefit of approximately 3. Citing Previous "Success" Mr. Icahn has frequently referred to his experience at ImClone as a principal reason to vote for his slate. Let's examine some of the assertions made by Mr. Icahn:
-- Tighter cost controls by Icahn nominees led to higher free cash flow.
-- ImClone's costs actually increased by
(For additional information, please see the attached slides. Links to the slides can be found at the end of this letter.) Mr. Icahn has publicly touted his disdain for corporate boards. Of the nine companies where Mr. Icahn has obtained Board representation since 2000, ImClone is the only one with positive price performance. The other eight are down an average of 63% since his representatives joined the Board:
Company Value Situation Industry
"Creation"
Adventrx
Pharmaceuticals - 94% Other Biotechnology
Blockbuster - 93% Proxy Fight Retail/Services
BKF Capital - 85% Other Financial
Federal Mogul(2) - 63% Other Auto Parts
Motorola(1) - 42% Proxy Fight Technology/Telecom
ImClone 126% Proxy Fight / Biotechnology
Systems(4) Company sold
WCI Proxy Fight Construction
Communities(1) - 100%
XO Holdings(3) - 12% Other Technology/Telecom
Yahoo!(1) - 30% Proxy Fight Internet
Source: CapIQ, Shark Repellant, public sources as of
4. Asserting that their Nominees Are Better Qualified than Your Board's Nominees In recent years, Amylin has developed and commercialized two
first-in-class products, positioning the Company to deliver a potentially
transformational drug -- exenatide once weekly. Your Board's slate has
extensive experience in biopharmaceuticals and diabetes as well as valuable
sales and marketing expertise. In addition to the ten current Directors
standing for re-election, we are further strengthening your Board by proposing
two new independent Director nominees: AMYLIN'S SLATE IS BEST QUALIFIED TO UNLOCK LONG-TERM VALUE Your Board has the knowledge and expertise to continue to successfully execute Amylin's strategy, with:
-- A proven track record -- successfully overseeing development and
commercialization of two first-in-class products and positioning
Amylin to deliver a potentially transformational drug.
-- Director nominees who have extensive diabetes and biopharmaceutical
experience as well as valuable sales and marketing expertise.
In contrast, the Icahn and Eastbourne nominees:
X Lack diabetes knowledge.
X Lack understanding of the Company and industry expertise.
X Have predominantly financial backgrounds that reflect their short-term "sell now" agenda -- one of them would need to retire within one year given the Company's mandatory retirement age. The relevant experience of the Icahn and Eastbourne nominees pales in comparison to the qualifications of the five nominees they are seeking to replace. While Mr. Icahn and Eastbourne have both recently publicly stated their intention to maximize the exenatide once weekly opportunity, their five nominees lack the relevant diabetes knowledge and industry expertise to best serve Amylin and its shareholders at this critical time. Given their nominees, Icahn and Eastbourne clearly appear to be focused on a sale of Amylin before you can realize the substantial value inherent in the exenatide once weekly opportunity. 5. Mischaracterizing our Interactions It is important for shareholders to know that Amylin's Board has acted in good faith in its interactions with Mr. Icahn and Eastbourne. We respect their level of stock ownership and have worked with both parties in an effort to resolve the proxy contest and reach an agreement that is in the best interests of all shareholders. Amylin has:
-- Offered Board representation to both Mr. Icahn and Eastbourne.
-- Facilitated three-way discussions.
-- Permitted them to engage in discussions regarding a potential
settlement without triggering Amylin's shareholder rights agreement.
-- Worked out, with no up-front cost, a favorable waiver of the "change
in control provision" in our credit agreement.
Despite our best efforts, Mr. Icahn and Eastbourne continue to pursue a fundamental change in the composition of your Board and a dramatic shift in strategy with a slate whose only agenda is a premature sale of the Company. We believe their presence on the Board could jeopardize the important actions we are taking to maximize Amylin's future growth and success. SECURE AMYLIN'S FUTURE AND POTENTIAL OF EXENATIDE ONCE WEEKLY -- VOTE FOR YOUR COMPANY'S NOMINEES ON THE BLUE PROXY CARD TODAY The election of any of the nominees put forward by Mr. Icahn and Eastbourne, who reject the Company's strategy, will jeopardize Amylin's ability to maximize value for all shareholders and significantly impair the Company's ability to fulfill the unmet needs of millions of diabetes patients We urge you to act now to maximize the value of your investment by voting your BLUE proxy card TODAY. Please discard any Gold or White proxy cards you might receive from Mr. Icahn or Eastbourne, respectively. As referenced earlier in this letter, below are individual links to the respective slides:
(Slide 1: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-a)
(Slide 2: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-b)
(Slide 3: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-c)
(Slide 4: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-d)
(Slide 5: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-e)
(Slide 6: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-f)
(Slide 7: http://www.newscom.com/cgi-bin/prnh/20090511/NY14465-g)
On behalf of your Board of Directors, we thank you for your continued support.
Sincerely,
/s./
About Amylin Forward Looking Statements This letter contains forward-looking statements about Amylin, which involve risks and uncertainties. Our actual results could differ materially from those discussed herein due to a number of risks and uncertainties, including risks that BYETTA, SYMLIN or exenatide once weekly may be affected by competition, unexpected new data, safety and technical issues, or manufacturing and supply issues; risks that our financial results may fluctuate significantly from period to period and may not meet market expectations; risks that any financial guidance we provide may not be accurate; risks that our clinical trials will not be completed when planned, may not replicate previous results or achieve desired end-points; risks that our preclinical studies may not be predictive; risks that our NDAs for product candidates or sNDAs for label expansion requests, such as the exenatide once weekly NDA mentioned in this letter, may not be submitted timely or receive FDA approval; risks that our expense reductions will not be as large as we expect; risks that the restructured operations for exenatide will not produce the results we expect; and other risks inherent in the drug development and commercialization process. Commercial and government reimbursement and pricing decisions and the pace of market acceptance may also affect the potential for BYETTA, SYMLIN or exenatide once weekly. These and additional risks and uncertainties are described more fully in the Company's most recently filed Form 10-K and Form 10-Q. Amylin disclaims any obligation to update these forward-looking statements. Additional Information and Where To Find It This letter may be deemed to be solicitation material in respect of the
matters to be considered at the 2009 Annual Meeting of Stockholders. Amylin
has filed the definitive proxy statement with the Participants in Solicitation Amylin and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the matters to be considered at the 2009 Annual Meeting of Stockholders. Information regarding the interests of Amylin's directors and executive officers in the proxy contest is included in Amylin's definitive proxy statement. SOURCE |