Tuesday, April 14, 2009

Amylin fight: Where it stands

In order to improve their odds of surviving the proxy contest against Carl Icahn on the one hand, and Eastbourne Cap Management on the other, the board at Amylin (NASDAQ: AMLN) threw two of its members to the proverbial wolves.

The slate that the company is recommending to the stockholders does not include company co-founder Howard Greene or ex-CEO Ginger Graham.

Greene didn't sit around waiting for his term to elapse. He fired off a letter of resignation April 7, saying: "A majority of you decided we could not win our proxy fight if we did not replace two ex-CEO Board members, including me. Even if I agreed, the obvious and appropriate choice to not stand for election would be our Chairman, who has presided over the loss of shareholder value that sparked the proxy fight." He will not vote his own shares in favor of that chairman, Joseph Cook.

Yesterday, Greene spoke to a San Diego based reporter, Bruce Bigelow, about the "perfect storm" that in his view has engulfed the company since the emergence of what he calls "unsubstantiated pancreatitis concerns about BYETTA" last year.

He said though that he is confident the management of the company can pull the ship through.

Meanwhile, this proxy fight has become a test case for a particular takeover defense, a variation on the 'poison pill' known as the 'poison put.'

Whereas a traditional poison pill operates by giving certain rights to the non-bidding shareholders should a takeover be attempted, a poison put operates by giving certain rights to bondholders in that event. The point is the same, though: to make a takeover (or, in cases such as this, a majority change in board membership) prohibitively expensive.

We'll keep an eye on this fight as it unfolds.

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