It is important to stress our conviction that the Icahn and Eastbourne objective to replace up to ten members of the Board would not serve the interests of the shareholders as a whole. Neither Icahn nor Eastbourne has articulated any business strategy for the company. We believe the ten nominees they have stated they intend to put forward collectively lack the experience and expertise necessary to maximize value for our shareholders and the commercialization expertise that many of our shareholders desire.
Recent Activities by Certain Shareholders
Icahn and Eastbourne had each stated their intention to nominate a slate of five directors for election to our Board at our upcoming annual meeting. On Monday, March 30, 2009, we learned that the Securities and Exchange Commission (the "SEC") granted Icahn and Eastbourne "no action" relief that would allow them to include each other's nominees on their proxy cards - thus, up to a total of ten nominees between them out of the twelve seats up for election.
While seeking the SEC's approval to do this, Icahn and Eastbourne had also raised concerns about provisions in our debt agreements. Eastbourne has publicly supported a lawsuit brought on March 27, 2009 by the San Antonio Fire & Police Pension Fund challenging debt acceleration provisions in two of our debt agreements, and Icahn is participating in that lawsuit.
Change-in-control provisions of the type found in our agreements are designed solely to protect the interests of creditors and are common in the marketplace. For example, of the 26 comparable biotechnology companies with publicly
|SOURCE Amylin Pharmaceuticals, Inc.|
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