Icahn clarifies statements made to Amylin lead director, chairman

By Lisa Kerner

Charlotte, N.C., April 21 - Amylin Pharmaceuticals, Inc. shareholder Carl C. Icahn, in a letter to the company's lead director James N. Wilson and chairman Joseph Cook Jr. on Tuesday, detailed what he believes were mischaracterizations made by the pair regarding their conversations with Icahn.

Icahn denied that he said Amylin should be sold "promptly" to Eli Lilly & Co. at today's prices.

In the letter, Icahn said he does not sell cheaply "and would certainly not recommend selling Amylin unless we were offered at least over $30 per share, at which time I might recommend selling it."

Icahn clarified that he told Wilson and Cook they "appear to overspend in many areas and that possibly that is related more to your ego then to enhancing stockholder value."

If he were on the board, Icahn said he would have experts "ascertain how much waste there was and would also take a very hard look at any contracts, if they existed, with other firms you were involved with."

The active shareholder said that over the years he has had conversations with CEOs and chairmen, often heatedly over a weekend, to avoid proxy fights.

However, "never until today has either side found it necessary to slant and misstate these conversations and then release these misstatements on Monday morning," Icahn said in his letter.

Icahn closed by asking Wilson and Cook if they intended to keep their word and set up a meeting with himself, Amylin and Eastbourne Capital Management, LLC.

On Monday, a letter from Wilson to Icahn was included in a schedule 14A filed with the Securities and Exchange Commission. According to Wilson, Icahn:

• Suggested that Amylin be promptly sold to Eli Lilly;

• Stated he would implement drastic cost cuts of an additional 30% beyond the 16% Amylin achieved in the first quarter of 2009; and

• Asked "Who is Dan Bradbury?" Bradbury is the San Diego biopharmaceutical company's president and chief executive officer.

As previously reported, Icahn Capital LP and Eastbourne are each putting forth a slate of five nominees for election to Amylin's board.

Amylin's board agreed to approve the Icahn and Eastbourne nominees for purposes of partially settling an indenture dispute with the San Antonio Fire & Police Pension Fund but continues to recommend against the election of the nominees, according to a form 8-K filed with the SEC.

The pension fund agreed to withdraw its claims that the board is breaching its ongoing duties to Amylin's stockholders, the filing said.

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