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Significant Shareholder Calls upon Enzon to Immediately Add Two Candidates to the Board of Directors

^{Published on 2009-02-10 07:28:12, Last Modified on 2009-02-10 07:29:22 - Market Wire}
 

NEW YORK--([ BUSINESS WIRE ])--DellaCamera Capital Management, LLC, a beneficial holder of approximately 7.6% of the shares of Enzon Pharmaceuticals, Inc. ("Enzon" or the "Company") (NASDAQ: ENZN) delivered a letter to the Board of Directors of the Company calling upon Enzon to immediately add former ImClone Systems Incorporated board members Dr. Alexander J. Denner and Professor Richard C. Mulligan to the Board of Directors of Enzon.

The full text of the letter is as follows:

February 9, 2009

Gentlemen:

Your failure to date to contact the two board candidates that we have nominated is another missed opportunity to avail yourself of reasonably available information and ideas. We are nonetheless encouraged by Enzon Pharmaceutical, Inc.'s (the "Company" or "Enzon") January 28 announcement that the Board of Directors (the "Board") has nominated Dr. Alexander J. Denner and Professor Richard C. Mulligan for election at the 2009 Annual Meeting of Stockholders, despite being concerned about the apparently tentative nature of the Board's commitment to their nomination. Both of these individuals have impressive backgrounds and a history of taking steps that have led to an increase in shareholder value, as is evidenced by their participation on the board of directors of ImClone Systems Incorporated ("ImClone").

If these proposed nominees are the leaders that the Board honestly believes can breathe new life into a Board that has been unable to reverse the decline in shareholder value brought on by Enzon's failed management team, why delay their participation? We call upon you to immediately expand the Board and add these gentlemen so that they can begin to help the Board improve the Company's operating and stock price performance. Given the desperate need for management oversight and the persistent discount at which we believe Enzon's stock trades, we see no reason why the Board does not want to avail itself of new and independent voices as soon as possible. No shareholder should be satisfied until it has comfort that the Company has formally added new and independent Board members.

Frankly, we feel that the time has come for the Board to hear from a new set of financial advisors. In our opinion, the Company's long-time financial advisors at Goldman Sachs, along with Jeff Buchalter, his management team, and the Board, all have to take responsibility for the following failed courses of action: (1) issuing the incredibly dilutive 4% Convertible Senior Notes due 2013 (the "Notes"); (2) advocating the ill-conceived Evivrus spin-off plan; (3) bungling the sale of the Company's special pharmaceutical division; and (4) devising the Company's $100 million Dutch tender for Notes in a manner that was an abject failure, leading to less than $3 million of face value in Notes being tendered, all while refusing to advocate the financially prudent course of action of repurchasing common shares. A new financial advisor could supply a much needed fresh perspective.

If the Board wants the market to believe that it is serious about change, then the Company also should commit to hold its 2009 Annual Meeting of Stockholders in New York City upon a publicly announced, and reasonably early, date. This meeting would serve as an ideal forum to hear from these new Board members so that the shareholders can determine for themselves the Company's commitment to new and independent voices at the Board level. Considering that Enzon is based in New Jersey and a large number of Enzon shareholders are based in either New York or Connecticut, it would seem that New York City is by far the most geographically convenient meeting location. We believe any attempt by Enzon to hold its 2009 Annual Meeting of Stockholder in Indianapolis (which is where the Company has dubiously chosen to hold its last three annual meetings) would be viewed by shareholders as a thinly veiled maneuver to avoid healthy debate.

As we have consistently indicated, we are intent on seeing value delivered to the shareholders of Enzon.