Endo to add William Spengler to expanded board as part of settlement with D.E. Shaw

By Lisa Kerner

Charlotte, N.C., April 30 - Endo Pharmaceuticals Holdings, Inc. said it will nominate William F. Spengler to the company's board of directors at the annual meeting under an agreement with the D.E. Shaw group.

D.E. Shaw, for its part, agreed to vote all of its shares in favor of the election of each of the board's nominees, according to an Endo news release.

In addition, D.E. Shaw said it will not solicit proxies in connection with the election through the company's 2009 annual meeting.

The investor owns some 13.2 million shares of the Chadds Ford, Pa., pharmaceutical company's common stock.

Endo's board will increase to eight members effective June 26.

Spengler was executive senior vice president and chief financial officer at MGI Pharmaceuticals Inc. until February, the release said.

In March it was reported that Endo chairman Roger H. Kimmel denied the investor's claims that he refused to meet and discuss the shareholder's concerns.

D.E. Shaw had urged Endo to refrain from hiring a new chief executive officer and instead sell the company to a strategic partner.

Kimmel disagreed with both of D.E. Shaw's ideas. The chairman also stood by Endo's plan to expand its product line and develop a balanced portfolio through acquisitions or in-licensing.

In D.E. Shaw's view, Endo should also undertake a recapitalization through a self-tender in order to repurchase $1.5 billion of the company's outstanding common equity, funded with a mix of existing cash and new debt, it was previously noted.

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