SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-12
Amylin Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
CARL C. ICAHN
DR. ALEXANDER J. DENNER
DR. THOMAS F. DEUEL
MR. JULES HAIMOVITZ
DR. PETER LIEBERT
DR. DAVID SIDRANSKY
MR. MAYU SRIS
MR. JEFFREY MECKLER
DR. ERIC ENDE
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN ENTERPRISES G.P. INC.
ICAHN ENTERPRISES HOLDINGS L.P.
IPH GP LLC
ICAHN CAPITAL L.P.
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
BECKTON CORP.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
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On April 23, 2009, Carl Icahn issued a press release in the form included
herewith which contains the full text of a letter to Mr. James Wilson, which was
transmitted by Mr. Icahn to Mr. Wilson prior to the issuance of the press
release.
For Immediate Release Contact Susan Gordon
April 23, 2009 212 702-4309
Icahn asks Amylin to allow discussions with Eastbourne
New York, New York. Carl Icahn announced today that he had sent the following
letter to James Wilson, Lead Independent Director of Amylin Pharmaceuticals,
Inc. (AMLN:NASDAQ).
April 23, 2009
Mr. James Wilson
Lead Independent Director
Amylin Pharmaceuticals, Inc.
9360 Towne Centre Drive
San Diego, CA 92121
Dear Jim:
If you are really serious about settling what you consider a debilitating proxy
contest, I believe it is mandatory for you to take the necessary action to allow
Eastbourne and myself to talk without the threat of your poison pill and Section
203 preventing these discussions. It is almost absurd that I and Eastbourne,
separately, have had to ask you a number of times during last week and the week
before to get permission to have these talks. As I have said, even in a
dictatorship parties that disagree with the ruling regime are allowed to talk to
each other. But not at Amylin.
I sincerely believe that as a result of these discussions and subsequent
discussions among the three of us, there will be enough common ground to resolve
the matter. What exactly are you afraid of? The alternative is for the Company
and its stockholders to 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.
I look forward to your prompt response.
Sincerely,
Carl Icahn
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J.
DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT, DR. DAVID
SIDRANSKY, MR. MAYU SRIS, MR. JEFFREY MECKLER, DR. ERIC ENDE, ICAHN PARTNERS LP,
ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS
MASTER FUND III LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS
L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP,
BECKTON CORP., AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS
OF AMYLIN PHARMACEUTICALS, INC, FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE TO
STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC. FROM THE PARTICIPANTS AT NO CHARGE
AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
INFORMATION RELATING TO THE PARTICIPANTS IN THIS PROXY SOLICITATION IS CONTAINED
IN SCHEDULE 14A FILED BY THE PARTICIPANTS WITH THE SECURITIES AND EXCHANGE
COMMISSION, WHICH DOCUMENTS ARE AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.