Amylin Dissidents Ought to Win Proxy Fight, Influential Advisory Firm Says

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that shareholders should elect the company’s recommended nominees, RiskMetrics said.

In its analysis, RiskMetrics made a series of points (released by Eastbourne) about why it recommends shareholders vote in favor of the dissidents, who contend that Amylin needs to make more cuts, and renegotiate more favorable terms of its commercial partnership on exenatide with Eli Lilly.

—“Most of the Amylin shareholders to whom we spoke, even the shareholders that are likely to support the company, acknowledge that Amylin has not fired on all strategic pistons,” RiskMetrics said.

—Amylin underperformed a relevant index and its peer group over the five-year period even before the FDA issued its warning in August.

—Amylin “appears to have had some difficulty controlling sales, general and administrative expense,” RiskMetrics said.

—The company has taken some shareholder-friendly actions lately, like removing some anti-takeover provisions known as “poison puts” and a “poison pill,” but that only happened in the heat of a high-profile proxy battle. Those actions “bolster the case for supporting at the dissident as a way to help to ensure that the board continues to be responsive to shareholder concerns.”

—Kathleen Behrens, one of the Eastbourne nominees, “would bring significant venture capital experience to the board, as well as significant experience in the scientific public sector, a factor that may become more important as the new administration attempts to retool public healthcare,” RiskMetrics wrote. Another Eastbourne nominee, Charles Fleischman, has significant dealmaking experience with large drugmakers and experience with the FDA.

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