Eastbourne Capital, one of the shareholders who waged a proxy contest over Amylin Pharmaceuticals earlier this year, has sold its entire stake in that company, according to an SEC filing.
There are twelve seats on the Amylin board. Five of them were up for grabs at the meeting in May. The dissidents won two of those five.
Amylin, a San Diego based pharma company (NASDAQ:AMLN), focuses on drugs for the treatment of diabetes and obesity.
Dissidents have expressed frustration with some of the deals Amylin's management has cut, especially a partnership with giant Eli Lilly.
The stock price was between $11 and $11.50 at the time of that annual meeting. It rose in subsequent weeks, getting as far as $15.50 in early August, though the price has lost some of those gains since. Even with the recent slide, the stock price has considerably outperformed the Nasdaq-100 index in recent months.
This news made me curious about the size of the market for diabetes treatments. A little googling discovered the abstract of a book on the subject, INNOVATIONS IN THE MANAGEMENT OF DIABETES published last year.
The abstract begins: "Diabetes has become the fifth leading cause of death across developed markets, and cases of the disease are forecast to grow by 7.1% across the globe by 2013. The market for innovative diabetes treatments will be driven by this projected rise in prevalence, together with the substantial unmet need for drugs that can effectively halt or reverse disease progression. Although extended lifecycle management for existing antidiabetic therapies may offer sales growth in the short term, the development of new drugs from novel classes will become increasingly important in the future."
Showing posts with label Amylin. Show all posts
Showing posts with label Amylin. Show all posts
Monday, October 12, 2009
Sunday, May 31, 2009
Amylin meeting
Th dissidents, Icahn and Eastbourne, did win seats on the board of Amylin Pharmaceuticals, though not as many as they had hoped. They won two of the five seats up for grabs -- there are twelve on the board.
It appears, too, that Icahn's proposal to move the company's state of incorporation to North Dakota was defeated.
The significance of that proposal? See this post for a reminder.
That Icahn has failed to produce that change by resolution is a minor setback for the Dakotan cause -- his board representatives can now press for it at each meeting.
The company announced the results with the following words of reconciliation: :"We thank all of our Directors for their tremendous commitment and contributions to Amylin. Our Board and management team will work with the new Directors to continue to bring transformational medicines to patients and maximize shareholder value."
It appears, too, that Icahn's proposal to move the company's state of incorporation to North Dakota was defeated.
The significance of that proposal? See this post for a reminder.
That Icahn has failed to produce that change by resolution is a minor setback for the Dakotan cause -- his board representatives can now press for it at each meeting.
The company announced the results with the following words of reconciliation: :"We thank all of our Directors for their tremendous commitment and contributions to Amylin. Our Board and management team will work with the new Directors to continue to bring transformational medicines to patients and maximize shareholder value."
Wednesday, May 27, 2009
Three meetings
Wednesday, May 20, 2009
Three brief items
1. SEC Thresholds
There have been reports, though there has as of yet been nothing official from the Securities and Exchange Commission itself, that the SEC is about the propose a new system for the nomination of dissident directors. Dissidents will be able to piggyback on the company's proxy materials if their stock holdings pass certain percentage thresholds.
Specifically, to piggyback on the materials of a small market capitalization companys (below $75 million), the dissident group will need to show that it has owned 5% of the equity for at least a year. For a market cap between $75 and $700 million, that becomes 3% over a year. For a market cap above $700 million, its a mere 1%.
Any such measure, even if adopted (and so far, remember, this is only a report of a coming proposal) would certainly face a court fight, on federalism grounds among others.
2. Shell's executive pay
There's been a rebellion at Royal Dutch Shell. Shareholders have voted "no" in resounding fashion to a remuneration report. The remuneration committee that produced the report is chaired by Sir Peter Job. I just had to mention that because the name seems so blooming appropriate.
Jeroen van der Veer, Shell's CEO, steps down in June. He received a bonus nt he 2006-08 incentive scheme of 1.35 million euros, i.e. $1.84 million dollars, on top of his salary of 2008, of 10.3 euros, which was itself an increase of 58% from the year before.
3. Catching up on Amylin
Amylin Pharmaceutical's annual meeting is now but a week away. Proxy advisory RiskMetrics has advised shareholders to vote in favor of three of the dissident nominees, two from eastbourne's slate and one from Icahn's.
In a letter to shareholders May 15, Amylin expressed disappointment in this, but said that its board and management "have recognized and embraced the need for change."
Then the news got worse for the besieged company. On Monday, the two other major advisory services also recommended the introduction of new blood. Although they don't all agree on which new blood should get into the boardroom, they all agree things need to change.
There have been reports, though there has as of yet been nothing official from the Securities and Exchange Commission itself, that the SEC is about the propose a new system for the nomination of dissident directors. Dissidents will be able to piggyback on the company's proxy materials if their stock holdings pass certain percentage thresholds.
Specifically, to piggyback on the materials of a small market capitalization companys (below $75 million), the dissident group will need to show that it has owned 5% of the equity for at least a year. For a market cap between $75 and $700 million, that becomes 3% over a year. For a market cap above $700 million, its a mere 1%.
Any such measure, even if adopted (and so far, remember, this is only a report of a coming proposal) would certainly face a court fight, on federalism grounds among others.
2. Shell's executive pay
There's been a rebellion at Royal Dutch Shell. Shareholders have voted "no" in resounding fashion to a remuneration report. The remuneration committee that produced the report is chaired by Sir Peter Job. I just had to mention that because the name seems so blooming appropriate.
Jeroen van der Veer, Shell's CEO, steps down in June. He received a bonus nt he 2006-08 incentive scheme of 1.35 million euros, i.e. $1.84 million dollars, on top of his salary of 2008, of 10.3 euros, which was itself an increase of 58% from the year before.
3. Catching up on Amylin
Amylin Pharmaceutical's annual meeting is now but a week away. Proxy advisory RiskMetrics has advised shareholders to vote in favor of three of the dissident nominees, two from eastbourne's slate and one from Icahn's.
In a letter to shareholders May 15, Amylin expressed disappointment in this, but said that its board and management "have recognized and embraced the need for change."
Then the news got worse for the besieged company. On Monday, the two other major advisory services also recommended the introduction of new blood. Although they don't all agree on which new blood should get into the boardroom, they all agree things need to change.
Tuesday, May 12, 2009
Three brief items
We're in the thick of proxy fight season. We'll do our best to keep up.
1. One of the founders of Amylin Pharmaceuticals, Howard Greene Jr, has said recently that he will vote for the dissident slate at that company's annual shareholder's meeting May 27.
"There needs to be a fresh wind blowing through the boardroom,” Greene told an interviewer. "I think our science and technology is first in class. . . . On the other hand, the last few years have shown that our commercialization of that has been pretty disappointing.”
The dissident slate is a combination of Icahn and Eastbourne nominees, and the combination itself was made possible by an SEC no-action letter.
2. SEC proceeds against David E. Hurley
Hurley, an investment adviser, has settled a case brought against him by the SEC, which charged him with violating SEC rules pertaining to proxy voting by failing to describe his investment company's proxy voting policies and procedures to its clients properly.
Hurley was the chief operating officer of Intech, a firm that it appears routinely voted its proxies in accord with AFL-CIO recommendations, in the hope of getting a high ranking in that organization's "Key Votes Survey," which in turn was expected to help Hurley/intech attract new union-affiliated clients and keep its existing clients of that sort happy.
But, says the SEC, Intech's "written policies and procedures did not addresss material potential conflicts that may have arisen between Intech's interests and those of its clients who were not pro-AFL-CIO."
3. A closed-end real estate fund -- meeting May 20.
RiskMetrics Group has recommended against the liquidation proposal that will be up for debate at the special meeting of shareholders in DWS RREEF Real Estate Fund Inc. on May 20.
Here's a press release on the subject.
DWS is a closed-end real estate fund. What, you might ask, does that mean? A closed-end fund generally does not continuously offer its shares for sale and its shares are not redeemable, except perhaps at stated internals. As a consequence, the value of these shares on the secondary market can often trade at a discount on the funds' net asset value. When that discount becomes large, pressure to iquidate often develops, which is what is happening here.
The May 20 meeting may tell us something about the extent of push-back we're goiing to be seeing at what I take it is the bottom of a business cycle: push-back against such liquidation proposals.
1. One of the founders of Amylin Pharmaceuticals, Howard Greene Jr, has said recently that he will vote for the dissident slate at that company's annual shareholder's meeting May 27.
"There needs to be a fresh wind blowing through the boardroom,” Greene told an interviewer. "I think our science and technology is first in class. . . . On the other hand, the last few years have shown that our commercialization of that has been pretty disappointing.”
The dissident slate is a combination of Icahn and Eastbourne nominees, and the combination itself was made possible by an SEC no-action letter.
2. SEC proceeds against David E. Hurley
Hurley, an investment adviser, has settled a case brought against him by the SEC, which charged him with violating SEC rules pertaining to proxy voting by failing to describe his investment company's proxy voting policies and procedures to its clients properly.
Hurley was the chief operating officer of Intech, a firm that it appears routinely voted its proxies in accord with AFL-CIO recommendations, in the hope of getting a high ranking in that organization's "Key Votes Survey," which in turn was expected to help Hurley/intech attract new union-affiliated clients and keep its existing clients of that sort happy.
But, says the SEC, Intech's "written policies and procedures did not addresss material potential conflicts that may have arisen between Intech's interests and those of its clients who were not pro-AFL-CIO."
3. A closed-end real estate fund -- meeting May 20.
RiskMetrics Group has recommended against the liquidation proposal that will be up for debate at the special meeting of shareholders in DWS RREEF Real Estate Fund Inc. on May 20.
Here's a press release on the subject.
DWS is a closed-end real estate fund. What, you might ask, does that mean? A closed-end fund generally does not continuously offer its shares for sale and its shares are not redeemable, except perhaps at stated internals. As a consequence, the value of these shares on the secondary market can often trade at a discount on the funds' net asset value. When that discount becomes large, pressure to iquidate often develops, which is what is happening here.
The May 20 meeting may tell us something about the extent of push-back we're goiing to be seeing at what I take it is the bottom of a business cycle: push-back against such liquidation proposals.
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.
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.
Monday, April 13, 2009
Amylin fight: Byetta fall-out
Amylin Pharmaceuticals Inc., a Delaware chartered company with its headquarters in San Diego, Calif., will hold its annual shareholders meeting May 27.
It could be a contentious affair. On March 30, the SEC gave "no action" relief to each of two activist shareholders that will allow them to include each other's nominees on their own proxy cards -- to present a unified opposition slate, so to speak. So that unified opposition slate now includes 10 nominees for the 12 seats on the board.
Last year, Amylin's diabetes drug Byetta (which the company co-markets with Eli Lilly) became the subject of highly publicized safety concerns. The FDA said that it was working on a stronger warning label for the drug, and the value of Amylin stock, which had been moving close to $35, dropped to below $20 within the month.
Here's a link to a stock chart that includes that that precipitous drop.
You'll also see from that chart that though the price briefly regained its equilibrium at $20, it resumed a downward drift by early October. That can' really be held against the leadership of the company, though, because all US equities headed south last October.
More recently, good news about Byetta has enabled the stock to make a modest recovery.
I'll say something about the blow-by-blow of the proxy fight tomorrow.
It could be a contentious affair. On March 30, the SEC gave "no action" relief to each of two activist shareholders that will allow them to include each other's nominees on their own proxy cards -- to present a unified opposition slate, so to speak. So that unified opposition slate now includes 10 nominees for the 12 seats on the board.
Last year, Amylin's diabetes drug Byetta (which the company co-markets with Eli Lilly) became the subject of highly publicized safety concerns. The FDA said that it was working on a stronger warning label for the drug, and the value of Amylin stock, which had been moving close to $35, dropped to below $20 within the month.
Here's a link to a stock chart that includes that that precipitous drop.
You'll also see from that chart that though the price briefly regained its equilibrium at $20, it resumed a downward drift by early October. That can' really be held against the leadership of the company, though, because all US equities headed south last October.
More recently, good news about Byetta has enabled the stock to make a modest recovery.
I'll say something about the blow-by-blow of the proxy fight tomorrow.
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