SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. __)
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[ ] Definitive Proxy Statement
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Amylin Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
CARL C. ICAHN
DR. ALEXANDER J. DENNER
DR. THOMAS F. DEUEL
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)
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On May 14, 2009, Carl C. Icahn issued a press release in the form attached
hereto as Exhibit 1 which contains the full text of an open letter to Amylin
shareholders.
ON MAY 6, 2009, THE PARTICIPANTS FILED A DEFINITIVE PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES BY CARL C. ICAHN, DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MAYU
SRIS, 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, BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY IS AVAILABLE TO STOCKHOLDERS OF AMYLIN
PHARMACEUTICALS INC. FROM THE PARTICIPANTS AT NO CHARGE AND IS ALSO AVAILABLE AT
NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV OR BY CONTACTING D.F. KING & CO., INC. BY TELEPHONE TOLL FREE
AT 1-800-488-8075.
For Immediate Release Contact Susan Gordon
May 14, 2009 212 702-4309
Icahn issues open letter to Amylin shareholders
New York, New York. Carl Icahn announced today that he issued the following open
letter to shareholders of Amylin Pharmaceuticals, Inc. (AMLN:NASDAQ).
May 14, 2009
Dear Fellow Amylin Shareholders:
Amylin's May 11, 2009 letter to shareholders represents a complete obfuscation
of the facts and the reality of this proxy contest. Instead of focusing on what
Amylin's board has achieved or, in my opinion, what they have failed to achieve
over the past many years as fiduciaries for shareholders capital, Amylin elected
to denigrate my track record and especially the success my nominees and I
achieved for all shareholders at ImClone. Their recent letter is another example
of the Board's habit of misstating the facts and another obvious attempt to hide
the Board's failures.
I believe my investment track record speaks for itself and have never needed to
defend it in a public proxy contest. However, in light of Amylin's selective
attempt to distort facts in an attempt to discredit me, I thought it important
to provide a few facts of my own to set the record straight and allow
shareholders a more complete set of information from which to make a more
informed decision. Something Amylin's board has not done.
FACT: Over the last seven years, this Board has overseen the loss of billions of
dollars of shareholder value despite having BYETTA, a blockbuster drug with
enormous potential. Meanwhile, during this same period (the period that they
have selected to criticize my investments), at the risk of being immodest, I
have made billions of dollars for shareholders of the many companies I invested
and became actively involved in. Businesses which I have owned and served as a
director of, including casino companies, oil & gas businesses, railcar interests
and Icahn Enterprises to name a few, have increased many fold in value during
that same timespan, yet they fail to mention any of these investments.
Furthermore, Amylin selectively omits mention of the numerous public companies
where I have invested as a shareholder activist, filed a 13D, and ultimately
convinced management that the best way to create value is to work together in
the interest of all shareholders. In the cases of Kerr-McGee, BEA Systems,
Medimmune, Fairmont Hotels and KT&G to name a few, my involvement helped to
create many billions of dollars of value for shareholders. Amylin fails to
mention this in their unfounded critique of my record.
FACT: Amylin attempts to criticize Dr. Alexander Denner's tenure on the board of
ImClone and as Chairman of the Executive Committee and my involvement as
Chairman of the Board. Let me provide you with a dose of reality. Before my
involvement as a director, the stock had languished at approximately $31.00 a
share and strategic buyers had little interest in the Company. Most importantly,
ImClone had failed to realize the potential of its significant intellectual
property and R&D pipeline. We invested to accelerate the potential for our vast
pipeline, greatly improved our relationship with our strategic partner
Bristol-Myers, hired a new CEO, and "cleaned up" our operations and reduced
fixed costs. To me, that represents substantial success. Clearly, the industry
agreed. Bristol-Myers made an unsolicited offer to buy the company at $60 per
share, a substantial premium over the then market price of approximately $46.44.
We refused to accept their bid but we did not ignore it. Instead, we ran a
process that resulted in a significantly higher deal with Eli Lilly at $70 per
share.
Alex Denner joined ImClone's board in May 2006 and I joined in October 2006.
When I joined, the shares were trading at approximately $31.00. In November,
2008 shareholder's received $70.00 in cash, approximately a 125% return. Yet
Amylin's board has the audacity to challenge the success of our involvement at
ImClone. There is an old saying, "Physician heal thyself."
FACT: Amylin would like you to believe that there is some special agenda behind
my desire to have my nominees elected to the Company's board. Specifically, they
have alleged, without any factual basis for doing so, that my agenda is to sell
Amylin. This is simply incorrect. Amylin apparently believes in the totalitarian
dictate, that if you make the same misstatements often enough people will begin
to believe them. Let me again set the record straight. My agenda in nominating
my slate of directors for Amylin is very simple - to help insure the Board holds
management accountable to maximize long-term value for all shareholders.
Specifically, I believe this should be the agenda of all Amylin directors and
more generally I believe this should be the agenda of all corporate directors.
In recent memory, ImClone is the only public company that has been sold while
Icahn nominees have served as directors and even with ImClone we did not seek to
sell the company and in fact we had vigorously argued against the company's
previous attempt to sell itself for a valuation in the $37 range. However, when
we ultimately received an unsolicited bid at a substantial premium for the
Company, we did what good fiduciaries should. We ran a process that maximized
the value of any potential bid and then compared that to our base case
stand-alone valuation and determined that $70 per share from Eli Lilly was the
best result for shareholders. I expect and hope that Amylin's board would agree
that we did what was best for ImClone shareholders; and, furthermore, given the
same set of facts I believe shareholders would demand they behave in the same
manner.
My vision for directors has served me well at the companies I have owned and/or
served as a director and has also served my nominees well at the companies whose
boards they serve on.
FACT: The reality of investing is that many winning investments take time to
materialize. Most misleadingly, Amylin criticizes the successes of my nominees
and me in three previous well publicized proxy contests where I have had large
investments namely Blockbuster, Motorola and Yahoo! Ironically, these are three
instances where I am perhaps most pleased with the value that Icahn nominees
have added as directors. In each of these cases, my nominees joined the boards
as a result of proxy contests and despite potential worries, by some, of
disruption, in all three cases Icahn nominees have been unanimously re-nominated
for service by the incumbent boards. In addition, in all three cases I have been
a long term shareholder and currently own more shares than the day my nominees
joined the boards. (Let us compare this to Amylin's Chairman Joseph Cook who has
been an active seller of Amylin stock in recent years.)
Without violating boardroom confidences, I can emphatically state that my
nominees have been constructive additions to each of these boards. Amylin omits
to mention the following facts:
Motorola: My nominees have served on the board of Motorola for slightly
over 1 year. During this period, my nominees played an active role in
recruiting Dr. Sanjay Jha, the former Chief Operating Officer of
Qualcomm to join Motorola as Co-CEO. Sanjay is responsible for
repositioning Motorola's Mobile Device business - under this new
leadership significant progress is being made. In addition, my nominees
have worked with Motorola's management and board to assist in
Motorola's efforts to separate its mobile devices business in as
expeditious a manner as possible. Finally, my nominees were all
unanimously proposed for re-election by the Motorola board. It takes
time to turn around a business like Motorola which has long product
development cycles; however, I am confident that great strides have
been achieved over the last 12 months and the foundation has been laid
for future profits. I am pleased that my nominees have helped to play a
critical role in this effort. Furthermore, I believe the market has
also begun to realize that there is a new Motorola. Year-to-date,
despite a very difficult macroeconomic environment, Motorola's share
price has appreciated by over 30% - another fact Amylin omits.
Yahoo!: I and two other nominees have served on Yahoo!'s board for
approximately 1 year. During this period at Yahoo! we have been
instrumental in and have been supportive of the significant changes at
the Company. Carol Bartz has replaced Jerry Yang, the Company's
founder, as CEO. Carol brings a wealth of management experience to
Yahoo! Furthermore, during this period, Yahoo! has aggressively cut
costs and been able to achieve consensus expectation for operating cash
flow despite the worse add recession any of us can remember. Finally, I
have been a public and private advocate of Yahoo! entering into a
strategic transaction with Microsoft. As a board member, I believe I
have played a key role in helping to restore the relationship between
Yahoo! and Microsoft and restarting appropriate discussions between the
two. As in the case of Motorola, my nominees have all been unanimously
proposed for re-election to Yahoo!'s board.
However, Amylin omits to mention that Yahoo! shares have appreciated
over 20% year to date, driven in part by better than expected operating
performance and new hopes of a strategic relationship with Microsoft.
We believe the changes mentioned above, which I and my nominees have
strongly supported are now beginning to bear fruit.
Blockbuster: I have been a long-term investor and director of
Blockbuster. While I am not content with the Company's share price
performance, I take great pride in my involvement as a director and
have put a great deal of time and effort into helping Blockbuster
address the cyclical pressures their business model faces. I worked to
replace John Antioco as CEO without the company having to pay almost
$50 million in severance. Jim Keyes, a proven retail CEO, was brought
in to replace him and has made great progress in growing EBITDA. The
Company's EBITDA is approximately $300 million despite the challenges
it faces. Finally, I have played an active role in working with Jim to
address and improve the financial flexibility of the Company, for now,
helping to overcome, some very significant balance sheet issues during
the current credit market crisis. I am confident that I have added
great value as a Blockbuster director.
Lastly, Amylin misleadingly criticizes my involvement in Federal Mogul where I
am Chairman and a majority shareholder. This has been a very profitable
investment for me. I acquired the debt securities of this company in bankruptcy
and helped to restructure its balance sheet and position it as one of the
highest rated and financially strong automotive companies in the world today.
Misleadingly, they chose to highlight Federal Mogul's performance over the past
year and not since my involvement began. Furthermore, during this horrible
period of time in the automotive industry, Federal Mogul's operating results and
share price has significantly outperformed peers.
I have taken the time to detail the above positions to set the record straight
about our value as directors and to make the point that in most instances I am a
long-term value investor. I have held many of my positions for years during
which investors made billions of dollars. When my nominees go on boards they
take their responsibilities and duties seriously. We are owners who work with
management to create long-term sustainable value. I believe Amylin's Board could
use a dose of this discipline.
Sincerely,
Carl Icahn
ON MAY 6, 2009, THE PARTICIPANTS FILED A DEFINITIVE PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES BY CARL C. ICAHN, DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MAYU
SRIS, 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, BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY IS AVAILABLE TO STOCKHOLDERS OF AMYLIN
PHARMACEUTICALS INC. FROM THE PARTICIPANTS AT NO CHARGE AND IS ALSO AVAILABLE AT
NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV OR BY CONTACTING D.F. KING & CO., INC. BY TELEPHONE TOLL FREE
AT 1-800-488-8075.