Icahn continues to push Amylin to allow talks, settle proxy contest

By Lisa Kerner

Charlotte, N.C., April 23 - Carl Icahn said if Amylin Pharmaceuticals, Inc. lead director James Wilson were serious about settling the proxy contest, he would take action to allow Icahn and Eastbourne Capital Management, LLC to talk without the threat of the poison pill and Section 203 preventing the discussions.

Icahn made his comments in a Thursday letter to Wilson.

Otherwise, stockholders will "continue to be distracted because of the inexplicable intransigence of the current board which continues to evidence itself in so many ways, e.g. the poison pill, the poison puts, and the failure to heed the views of your co-founder, Howard E. Greene, Jr., regarding Joseph Cook's board seat," Icahn said in the letter.

In response, Wilson said he and the directors would be happy to talk.

"The Amylin board of directors welcomes continued three-way dialogue with Carl Icahn and Eastbourne Capital Management, LLC to find a path to end a proxy contest," Wilson said in a statement. "We hope that we can reach a resolution that will be in the best interests of all Amylin shareholders."

As previously reported, representatives of Amylin, the Icahn group and Eastbourne failed to settle the proxy contest following a conference call on Wednesday.

Icahn Capital LP and Eastbourne are each putting forth a slate of five nominees for election to Amylin's board at the company's 2009 annual meeting. The company said it intends to put forth a full slate of 12 directors.

Eastbourne and Icahn independently decided to run proxy fights against the San Diego biopharmaceutical company's board.

Icahn said previously that Amylin's poison pill and poison put prevent large stockholders such as him from communicating with other large stockholders, such as Eastbourne.

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 company's shareholders.

According to a prior SEC filing, 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.

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