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
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.