What are Icahn and Eastbourne trying to achieve with their actions? The fact is that any reasonable observer would have to conclude, based on their actions, that they appear to be seeking control of the Board. Their focus on the provisions in our debt agreements and their interest in the litigation certainly support that conclusion.
The Board is acting to address the change-of-control provisions in our debt agreements and fulfill our commitment to our shareholders, our debt holders and Amylin.
First, we are taking action to try to address the change-in-control provision in our convertible notes due 2014. That provision is triggered if six or more directors are elected who have not been "approved" by the existing Board. While we believe that the Board has the ability to approve any nominees proposed by Icahn or Eastbourne at any time up to the election in order to nullify the debt acceleration provision, we cannot ensure that our bondholders will concur with that view. In fact, we requested confirmation of our view from the trustee of the 2014 notes and the trustee has refused to confirm our view. To protect the company and its shareholders, this issue will need to be resolved in court.
Second, we have taken steps to address the debt acceleration provision in our senior credit agreement. We have contacted the administrative agent for that facility to request an amendment or waiver of that provision, which would be automatically triggered by a change in a majority of the Board regardless of whether or not the existing Board approves the new nominees.
The Board is dedicated to having a fair and transparent election an
|SOURCE Amylin Pharmaceuticals, Inc.|
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