Amylin asks its shareholders to reject dissident slates on May 27

By Lisa Kerner

Charlotte, N.C., May 1 - Amylin Pharmaceuticals, Inc. urged its shareholders to vote for the company's director nominees at the annual meeting on May 27.

Shareholders were asked to reject the nominees put forth by Carl Icahn and Eastbourne Capital Management, LLC.

The company said it made "repeated attempts" to avoid a proxy contest by offering board representation to both Icahn and Eastbourne.

Amylin, in a letter to shareholders, said it needs to have the best possible board of directors to benefit from the opportunity created by its once-a-week treatment for type 2 diabetes, exenatide.

"With no similar drug on the market, we believe it has the potential to transform the treatment of diabetes through its efficacy and convenient once-weekly administration," said the letter from president and chief executive officer Daniel M. Bradbury and lead independent director James N. Wilson.

According to Bradbury and Wilson, cases of diabetes are estimated to grow by 55% globally within the next two decades.

Exenatide has not yet been approved by the Food and Drug Administration.

Amylin said it is putting forth two new nominees for election: Paul N. Clark, former chairman, CEO and president of Icos Corp., and Paulo F. Costa, former president and CEO of Novartis U.S. Corp.

Separate proxy contests

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

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.

As previously reported, Eastbourne said the company has mischaracterized its reasons for wanting to change Amylin's board of directors.

"We believe that the massive loss of shareholder value Amylin shareholders have suffered stems from the company's failure to maximize the commercial value of Amylin's assets," Eastbourne founder and portfolio manager Rick Barry said in a statement.

Barry believes that while the launch of exenatide is "Amylin's best chance for commercial success," he doubts the ability of the current Amylin board to "provide the leadership to successfully deliver on the company's commercial capabilities at this critical juncture."

Icahn said previously he is opposed to Amylin's poison pill and poison put, which he said prevent him from communicating with other large stockholders such as Eastbourne.

Eastbourne, a 12.5% shareholder, said previously 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.

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, a Securities and Exchange Commission filing said.

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