Icahn Files Lawsuit Against Amylin Pharmaceuticals

Apr 09, 2012, 12:28 ET from Carl C. Icahn

NEW YORK, April 9, 2012 /PRNewswire/ -- Carl C. Icahn today issued the following statement regarding Amylin Pharmaceuticals, Inc.:

The revelation of the Bristol-Myers bid, as well as the Board's failure to disclose it and its subsequent issuance of 10% of the company at $15.62 per share on March 8th and its issuance of options to executive officers at $16.02 per share on March 6th (including 300,000 shares to President, CEO and Board member Daniel Bradbury), constitutes a dramatic change in circumstances requiring the Board to permit shareholders another opportunity to nominate directors and make proposals at the 2012 annual meeting of shareholders. Therefore, we demanded last week that the Board provide shareholders with a new 10-day period within which to provide notice of nominations and proposals to Amylin. The Board ignored this request.

We therefore filed a complaint in Delaware this morning seeking an extension of the nomination deadline. The complaint alleges that Amylin is a company at a crossroads and that stockholders should be entitled to nominate a new slate of directors committed to pursuing a sale of the company. If successful, we intend to nominate a slate of directors that we hope will be able to focus the Board on being receptive to bids for the company rather than on diluting its owners.

We also delivered to Amylin last week a demand under Section 220 of the Delaware General Corporation Law for copies of Amylin's books and records, so that we may examine the circumstances surrounding the reported Bristol-Myers Squibb proposal and the dilutive stock offering and option grants. These are matters that, in my opinion, shareholders are entitled to fully understand. Amylin is required to respond to this demand by Wednesday. If the company does not do so, we will be in court again. We believe the materials produced in response to this demand may well give rise to another lawsuit against the Board for breaches of its fiduciary duties.

SOURCE Carl C. Icahn