Amylin Braces for Proxy Battle Amid Flurry of Filings

4/9/09Follow @bvbigelow

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 for the company’s sale. Earlier this week, Icahn followed through by nominating his slate of candidates—Alex Denner, Thomas Deuel, Jules Haimovitz, Peter Liebert, and David Sidransky—to Amylin’s 12-member board, according to filings submitted to the Securities and Exchange Commission.

One problem Icahn faces now is that a second dissident investor group headed by Eastbourne Capital Management of San Rafael, CA, has nominated another slate of five candidates for Amylin’s board—M. Kathleen Behrens, Marina S. Bozilenko, Charles M. Fleischman, William A. Nuerge, and Jay Sherwood. Eastbourne holds more than 12 percent of Amylin’s stock.

As just about any savvy political handler will tell you, one way to help ensure that incumbent candidates win in a primary election is to confuse voters by fielding an excessive number of challengers. “I think it’s going to be hard for two dissident groups to get anybody elected,” said Hayden Trubitt, a San Diego lawyer who specializes in corporate governance.

Amylin said at the end of March it will nominate its current board of directors for re-election, with two exceptions. Current directors Howard E. “Ted” Greene Jr., an Amylin co-founder, and Ginger Graham, who was Amylin’s previous CEO, are not standing for re-election this year. To replace them, the biotechnology company nominated two out-of-town candidates, Paul N. Clark, a former chairman and CEO of Bothell, WA-based Icos , and Paulo F. Costa, the former chairman and CEO of Basel, Switzerland-based Novartis.

The spate of recent filings ensure that both sides have plenty of time to mail their proxy materials to Amylin stockholders, who have about seven weeks before the company’s shareholder meeting, which is expected to be held in late May. “The shareholders are seeing a lot of dialog here,” said Trubitt, “but seven weeks still leaves plenty of time for negotiations.”

Bruce V. Bigelow is the editor of Xconomy San Diego. You can e-mail him at bbigelow@xconomy.com or call (619) 669-8788 Follow @bvbigelow

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