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Two Mylan Insiders Dropped From Board

Posted on: Thursday, 7 July 2005, 18:00 CDT

Jul. 7--Mylan Laboratories said yesterday two senior officers have stepped down as company directors, a move that may appease billionaire investor Carl Icahn, the largest shareholder and most vocal critic of the Canonsburg generic drug maker.

Mylan said the resignations of Chief Legal Officer Stuart A. Williams and Senior Vice President Patricia A. Sunseri were designed to increase the independence of the company's board and were not a result of pressure from Icahn, who has nominated his own slate of directors. Williams and Sunseri will keep their executive jobs.

The shakeup comes one month after Mylan announced plans to repurchase up to $1.25 billion of its shares and double its quarterly dividend.

Analysts interpreted those steps as attempts to mollify Icahn, who owns 9.8 percent of Mylan's stock.

Icahn at the time welcomed the repurchase but said it was a "sad commentary that Mylan needed the prodding of its largest shareholder" to undertake the initiative.

He could not be reached yesterday for comment on the resignations or whether he intends to sell back any of his 26.3 million shares to the company.

Icahn and others have criticized Mylan's board for being top-heavy with insiders at a time when most companies are moving toward having as few as one of their own executives on their boards. Mylan said the resignations, plus reducing the size of the board to 9 from 11, will remedy that concern.

"Mylan remains committed to maintaining strong corporate governance practices and recognizes that board independence has become an important consideration for investors," the company said in a statement.

After the reorganization, a third of the seats are held by current and former executives: Chief Executive Officer Robert J. Coury; Chairman and retired CEO Milan Puskar and retired president C.B. Todd.

Two other directors, Douglas J. Leech and Rod Piatt, come from companies that formerly had business relationships with Mylan.

Leech is president of Centra Bank, a Morgantown, W.Va., bank where Mylan kept about $10 million on deposit until early last year. Puskar serves on Centra's board. Mylan leased and then purchased office space from Corporate Drive Associates, where Piatt was once president.

Earlier this year, Mylan disclosed that last July it increased the annual retainer non-employee directors receive to $50,000 from $36,000. Non-employee directors also received options to purchase 10,000 Mylan shares at $14.82 per share.

Mylan shares closed yesterday at $19.17, down 2 cents. The shares, which had treaded water this year until the stock buyback was announced June 14, have advanced 8 percent.

Spokesman Patrick Fitzgerald declined comment on response to the company's offer to repurchase up to $1 billion worth of shares through a Dutch auction scheduled to expire July 15.

Under the Dutch auction, Mylan shareholders may tender some or all of their shares, indicating their selling price in a range from $18 to $20.50 a share. Mylan will pick the lowest price within that range that will permit it to buy 48.8 million shares.

The remaining shares will be purchased on the open market.

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To see more of the Pittsburgh Post-Gazette, or to subscribe to the newspaper, go to http://www.post-gazette.com.

Copyright (c) 2005, Pittsburgh Post-Gazette

Distributed by Knight Ridder/Tribune Business News.

For information on republishing this content, contact us at (800) 661-2511 (U.S.), (213) 237-4914 (worldwide), fax (213) 237-6515, or e-mail reprints@krtinfo.com.

MYL,


Source: Pittsburgh Post-Gazette

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