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Published on 2/10/2009 in the Prospect News Special Situations Daily.

DellaCamera demands Enzon name two to board, asks company to take responsibility for failures

By Lisa Kerner

Charlotte, N.C., Feb. 10 - Enzon Pharmaceuticals, Inc. shareholders led by DellaCamera Capital Master Fund Ltd. asked the company to expand its board of directors in order to add former ImClone Systems Inc. board members Dr. Alexander J. Denner and Professor Richard C. Mulligan.

According to DellaCamera, while Enzon announced Denner and Mulligan as candidates for election at the 2009 annual meeting of stockholders, the company has not yet contacted the pair.

"If these proposed nominees are the leaders that the board honestly believes can breathe new life into a board that has been unable to reverse the decline in shareholder value brought on by Enzon's failed management team, why delay their participation?" DellaCamera said in a Feb. 9 letter to Enzon's board. The letter was included as part of a schedule 13D/A filing with the Securities and Exchange Commission.

DellaCamera also recommended that Enzon's board seek guidance from new financial advisers.

The shareholder urged Enzon's long-time financial advisers at Goldman Sachs, the company's board and its management to take responsibility for several "failed courses of action" including "bungling" the sale of Enzon's pharmaceutical division and "advocating the ill-conceived Evivrus spin off plan."

Lastly, DellaCamera pushed Enzon to hold its 2009 annual meeting in New York because a large number of the biopharmaceutical company's shareholders are based in New York and Connecticut. Enzon is based in Bridgewater, N.J.

"This meeting would serve as an ideal forum to hear from these new board members so that the shareholders can determine for themselves the company's commitment to new and independent voices at the board level," DellaCamera said.

Continuing to hold the meeting in Indianapolis, as was done the last three years, "would be viewed by shareholders as a thinly veiled maneuver to avoid healthy debate," according to DellaCamera.

In January, DellaCamera proposed that Enzon's board form a special committee of independent directors to evaluate strategic and financial alternatives to enhance stockholder value.

DellaCamera beneficially own 3,446,558 shares, or 7.6%, of Enzon's common stock.


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