Icahn: Amylin's chairman is 'obvious choice' for first to leave board

By Lisa Kerner

Charlotte, N.C., April 15 - Amylin Pharmaceuticals, Inc. is "a prime example of what is wrong with the corporate governance of most American public companies," Carl Icahn said in a letter to Amylin chairman Joseph C. Cook Jr. on Wednesday.

According to Icahn, stockholders Eastbourne Capital Management, LLC, Amylin co-founder Ted Greene and Icahn himself agree that Cook is the "obvious choice" for the first director to leave the company's board.

Cook was the chairman and/or the chief executive officer "during the time that an enormous amount of stockholder value has been destroyed," Icahn said in the letter.

Icahn said Cook, "like an 'imperial' chairman" has taken steps to entrench himself that Icahn called "unconscionable."

As previously reported, Eastbourne, a 12.5% shareholder, is nominating five people for election to Amylin's 12-member board of the directors at the company's 2009 annual meeting.

Icahn is also putting forth a slate of five nominees, and Amylin intends to put forth a full slate of 12 directors.

Icahn and Eastbourne independently decided to run proxy fights against Amylin's board of directors.

Amylin's poison pill and poison put prevent large stockholders such as Icahn from having meaningful conversations with other large stockholders, such as Eastbourne, Icahn said.

"Even in dictatorships dissidents are allowed to communicate with each other," Icahn said in the letter.

"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?" the letter said.

Amylin released a statement in a form 8-K filed with the Securities and Exchange Commission on Wednesday in response to Icahn's letter.

The company said it has engaged in discussions with Eastbourne and Icahn and it willing to meet again separately or together.

According to Amylin, Eastbourne is only willing to meet if the company agrees to "substantial preconditions involving the composition of the board."

"While we remain open to constructive discussions, we would prefer to do so without preconditions," Amylin said.

As previously reported, Eastbourne said if Amylin does not assemble a slate of directors that includes Eastbourne and Icahn nominees, Eastbourne will take its case directly to the San Diego biopharmaceutical company's shareholders.

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