SOURCE: Bernstein Litowitz Berger & Grossmann LLP

January 20, 2010 12:24 ET

San Antonio Fire and Police Pension Fund Announces Relief for Shareholders From Amylin Pharmaceuticals, Inc. "Proxy Puts"

NEW YORK, NY--(Marketwire - January 20, 2010) - The San Antonio Fire and Police Pension Fund (the "San Antonio Fund"), with counsel Bernstein Litowitz Berger & Grossmann LLP, announced today the successful outcome of its class action litigation involving Amylin Pharmaceuticals, Inc. ("Amylin") (NASDAQ: AMLN).

In March 2009, amidst two shareholder sponsored proxy fights each seeking to elect five new directors to Amylin's twelve-person board, the San Antonio Fund filed a class action in the Delaware Court of Chancery challenging debt acceleration provisions embedded in each of Amylin's 2007 Indenture and Credit Agreement that could be triggered by a shareholder decision to replace a majority of the board (the "Proxy Puts"). On May 12, 2009, the Court of Chancery held that Amylin possessed the contractual power to disable the Proxy Put in its 2007 Indenture by approving shareholder director nominees as "Continuing Directors." Despite the Court's ruling, Amylin's board declined to exercise its power to "disable" the Proxy Put in the 2007 Indenture. The Proxy Put in the Credit Agreement, which did not provide a fiduciary out, also remained in place. As a result, the San Antonio Fund pursued an appeal. In September 2009, immediately prior to oral argument in the Delaware Supreme Court, the lenders on Amylin's Credit Agreement waived the Proxy Put in the Credit Agreement.

At the 2009 annual shareholder meeting, Amylin's shareholders elected as directors two shareholder nominees, M. Kathleen Behrens and Alexander J. Denner, to replace two incumbents who had been nominated by the Company. On November 17, 2009, following a demand made by the San Antonio Fund, Amylin's board passed a resolution approving the election of Ms. Behrens and Mr. Denner for purposes of qualifying them as "Continuing Directors" under Amylin's 2007 Indenture. As a result, Amylin's shareholders can now nominate and elect up to five new directors for election at Amylin's 2010 election without triggering either of the Proxy Puts.

Warren Schott, Executive Director of the San Antonio Fund, stated, "We are very pleased that the voting rights of Amylin shareholders have been restored." The deadline to nominate contestants to the Amylin Board at the 2010 annual election is January 28, 2010.

Contact Information

  • If you would like more information about the Amylin case, the Proxy Puts,
    or how you can help protect shareholder rights, please contact:
    Mark Lebovitch, Esq.
    Bernstein Litowitz Berger & Grossmann LLP
    1285 Avenue of the Americas
    New York, New York 10019
    212-554-1519
    www.blbglaw.com