SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant o
Filed by a Party Other than the Registrant	x	
Check the Appropriate Box:
 
 	o	Preliminary Proxy Statement	

 	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))	

 	o	Definitive Proxy Statement	

 	o	Definitive Additional Materials	

 	x	Soliciting Material under §240.14a-12	
ENZON PHARMACEUTICALS, INC.
(Name of registrant as specified in its charter)
DellaCamera Capital Master Fund, Ltd.,
DellaCamera Capital Fund, Ltd.,
DellaCamera Capital Management, LLC,
Ralph DellaCamera, Jr.,
Andrew Kurtz,
and
Vincent Spinnato
(Name of person(s) filing proxy statement, if other than the registrant)
 
Payment of Filing Fee (Check the Appropriate Box):
x	No fee required.	

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.	
 
 	(1)	Title of each class of securities to which transaction applies:	

 	(2)	Aggregate number of securities to which transaction applies:	

 	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it is determined):	

 	(4)	Proposed maximum aggregate value of transaction:	

 	(5)	Total fee paid:	
 
o	Fee paid previously with preliminary materials:	

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.	

 	(1)	Amount Previously Paid:	

 	(2)	Form, Schedule or Registration Statement no.:	

 	(3)	Filing Party:	

 	(4)	Date Filed:	

On June 10, 2009, DellaCamera Capital Master Fund, Ltd., DellaCamera Capital Management, LLC and certain of the other participants in their proposed solicitation of written consents of the stockholders of Enzon Pharmaceuticals, Inc. (“Enzon”) shared the following presentation with attendees at a meeting of Enzon stockholders and other invited guests held at the Grand Hyatt New York, Alvin Room - Conference Level, 109 East 42nd Street (at Grand Central Terminal), New York, New York at 11:00 a.m. E.S.T.:

 

June 2009Investor Presentation by:
Forward-Looking StatementsThis report contains forward-looking statements that involve risks and uncertainties.  In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “plans,” “likely,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms and other comparable terminology.  You should not place undue reliance on these forward-looking statements, which speak only as of the date made.  You should also know that such statements are not guaranties of future performance and are subject to risks, uncertainties and assumptions.  Should any of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may differ substantially from those included within these forward-looking statements. DellaCamera Capital Management, LLC (“DCM”) undertakes no obligation to update or advise you of any revision to these forward-looking statements to reflect events or circumstances occurring after the date they are made or to reflect the occurrence of unanticipated events.THIS PRESENTATION IS PROVIDED IN CONNECTION WITH THE CONSENT SOLICITATION CONDUCTED BY DELLACAMERA CAPITAL MASTER FUND LTD.  PLEASE READ THE CONSENT SOLICITATION STATEMENT (the “CONSENT SOLICITATION STATEMENT”) OF DELLACAMERA CAPITAL MASTER FUND, LTD. WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION INCLUDING INFORMATION ABOUT INDIVIDUALS DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF CONSENTS OF STOCKHOLDERS OF ENZON PHARMACEUTICALS, INC. YOU MAY OBTAIN THE CONSENT SOLICITATION STATEMENT, OR ANY OTHER RELEVANT DOCUMENTS, FOR FREE AT WWW.SEC.GOV.YOU MAY ALSO OBTAIN THE CONSENT SOLICITATION STATEMENT, OR ANY OTHER INFORMATION RELEVANT TO THE SOLICITATION OF CONSENTS BY DELLACAMERA CAPITAL MASTER FUND, LTD., BY CONTACTING MACKENZIE PARTNERS, INC., 105 MADISON AVENUE, NEW YORK, NY 10016 AT 800-322-2885. PRESENTLY, A PRELIMINARY FORM OF THE CONSENT SOLICITATION STATEMENT IS PUBLICLY AVAILABLE.
DellaCamera Capital Management, LLC (“DCM”) is a private investment firm whose three founders have a combined 70 years of investment experienceValue-oriented investment strategyOne of DCM’s investment strategies is to identify undervalued assets that have the potential for meaningful appreciation, particularly if managed appropriatelyStrong belief in the rights of shareholders and the underlying principle that it is the shareholders who own the companyPreference to work in a constructive manner with companies in which we investWho We Are
Shareholders of Enzon Pharmaceuticals, Inc. (“Enzon” or the “Company”) since July 2007Approximately $30 million invested8.3% beneficial ownership ¹3rd largest beneficial shareholderRepeated attempts to constructively add value and improve corporate governance have been dismissed by Enzon’s leadershipRetained Moelis & Company LLC (“Moelis”) as our financial advisor in November 2008Notes:1    Based on 1,000 shares of Common Stock owned of record and 3,781,713 shares of Common Stock reported as being owned beneficially (and not of       record) by DellaCamera Master Fund as of May 31, 2009; includes 209,424 shares of Common Stock into which 4% Convertible Senior Notes due 2012       held by DellaCamera Master Fund may be convertible and 88,100 shares of Common Stock for which Jan 2010 $10.00 Call Options held by DellaCamera       Master Fund are exercisable2    Per Enzon’s 4/13/09 DEF14ADELLACAMERA CAPITAL MANAGEMENTTOP 5 SHAREHOLDERS OF ENZONOur History with Enzon
Enzon’s PotentialLike many shareholders, DCM continues to believe in Enzon’s underlying valueEnzon is a misunderstood and undervalued companyThis strong, cash flow generating potential stems from the Specialty Pharmaceuticals and Royalty businesses which were here prior to the arrival of existing management2009E operating cash flow prior to R&D expenses between $80 to $90 million¹Specialty Pharmaceuticals (Marketed Products & Contract Manufacturing)Royalty BusinessBiotech Pipeline2008 Revenue = $137.4mm2008 Segment Profit = $27.3mm2008 Revenue = $59.6mm2008 Segment Profit = $59.6mmPEG-SN38LNA Platform (HIF-1 alpha, Survivin, 6 other LNA targets)VALUE DRIVERSDiverse revenue streams and cash flow generating potential from marketed productsStrong cash flow generation from royalty streamsUpside optionality from Biotech pipelineNote:1   Derived from Enzon’s February 19, 2009 earnings release noting that the Company expects to remain      operating cash flow neutral with 2009 R&D expenditures expected to be in the range of $80 to $90 million
Is Still UnrealizedAlmost two years after our initial investment, Enzon’s stock continues to trade at a significant discount to potential intrinsic valueCURRENT VALUETHEORETICAL VALUEManagement is in its 5th year and still has no actionable plan to eliminate this perpetual discount($ in millions)($ in millions)Notes:1  As of May 8, 20092  As of March 30, 20093  As of May 7, 2009123
Stock Price Performance Under Jeffrey H. BuchalterSince taking over at Enzon, Jeffrey Buchalter oversaw a ~60% decline in share price through April 21, 2009¹Enzon(58%)S&P 500(23%)Nasdaq Biotech Index(7%)Source:  Capital IQ and Nasdaq.comNotes:1  April 21, 2009 reflects the last trading day price prior to the filing of DCM’s preliminary consent solicitation     statement2  NASDAQ Biotechnology Index includes securities of Nasdaq-listed companies classified according to the     Industry Classification Benchmark as either Biotechnology or Pharmaceuticals which also meet other     eligibility criteria; index contains over 133 companies including EnzonJeffrey Buchalter named ChairmanJeffrey Buchalter named CEO/President
2005: $2.8mm ²2006: $3.9mm (35% inc.)2007: $5.3mm (36% inc.)Jeffrey Buchalter has enjoyed significant increases in overall compensation over the past four years while the Company’s share price has continued to fallCOMPANY PERFORMANCE VS. TOTAL CEO COMPENSATION ¹Source:  Company filings and Capital IQNotes:1  Total compensation includes base salary, cash bonus, stock awards, option awards and other compensation2  2005 data reflects the sum of half the fiscal year ended June 30, 2005 and the six-month transition period     ended December 31, 2005; option awards data unavailable for 20052008: $4.9mm (6% dec.)Stock Price Performance vs. Compensation
Recent Failed EffortsIn the last year, Jeffrey Buchalter has overseen a number of failed “strategic” efforts:Failed sale of Specialty Pharmaceuticals divisionIll-conceived and aborted Biotech spin-offWoefully under-subscribed debt repurchaseThese failed efforts cost the Company $5 million in additional G&A expenses
Example: Failed Sale of Specialty Pharmaceuticals BusinessPortfolio and pipeline expansion1.5x$1.3Bn7/31/08Geographic and market expansion1.7x$300mm8/4/08Pipeline expansion3.2x$91mm²2/27/09Geographic and pipeline expansion4.4x$900mm¹2/9/09Portfolio and pipeline expansion2.4x$95mm9/16/08Geographic and market expansion3.2x$1.3Bn9/1/08Portfolio expansion8.8x$1.4Bn3/12/094/20/095/18/09DATE ANNC’DPortfolio expansion4.0x$3.6Bn¹Portfolio expansion2.6x$150mmREV. MULTIPLERATIONALETARGET  / ACQUIRORDEAL VALUEOn August 11, 2008, Enzon announced it had received indications of interest for the purchase of all or a portion of the Specialty Pharmaceuticals businessOn November 5, 2008, Enzon announced the conclusion of the process to sell the Specialty Pharmaceuticals business with no sale consummatedNumerous specialty pharmaceuticals companies have been sold in the last year, many after Enzon commenced its sale processAt 2.5x 2008 Specialty Pharmaceuticals revenue of $137.4 million, the implied value of the Specialty Pharmaceuticals business is approximately $344 million. Thus, the value of the Specialty Pharmaceuticals business alone may be close to the market value of the entire CompanyNote:1  Includes contingent payments2  Based on February 27, 2009 exchange rate of 1 USD = 1.538 AUDEuropeanAssets
R&D SpendingNotes:1  2005 data reflects the sum of half the fiscal year ended June 30, 2005 and the six-month transition period ended December 31, 20052  According to the Company, 2009 R&D expenses are expected to range between $80 million and $90 million$272.7$85.0 ²$58.1$54.6$42.9$32.1 ¹R&D ExpensesTotal2009E2008200720062005Management will have spent over $270 million in R&D by the end of 2009($ in millions)
Source:  Evivrus Form 10-12B/A, November 24, 2008Note:1  Data for pipeline spending only available through September 30, 2008  2  Evivrus Form 10-12B/A, “We currently have other products in preclinical programs and research. Other     products also include research and development candidates that have been discontinued and various     research and development overhead costs” (emphasis added)PIPELINE SPENDING THROUGH 9/30/08 ¹The category with the greatest expenditures is the “Other Costs” category ²On February 10, 2009, Enzon announced the termination of its rhMBL program for failing to achieve certain developmental thresholdsThrough September 2008, Enzon has poured over $34 million into this program.  Note that this dwarfs the amount spent on PEG-SN38Spending by Pipeline Project
Analyst View of Pipeline ValueEquity analysts value the pipeline at a small fraction of the total funds spent on building itBuchalter’s chosen R&D projects have inspired little confidence from the analytical communityBased on the potential value of the Specialty Pharmaceuticals business, Enzon’s current enterprise value ascribes little value to the Royalty business and no value to the Biotech pipeline, which implies that investors have even less confidence in the pipeline than equity analysts$75.0mmOppenheimer 3$89.0mmCowen 2$50.0mmCaris 1Notes:1  May 8, 20092  May 7, 20093  March 30, 2009
Lack of Concrete PlanJeffrey Buchalter has not offered a concrete plan to increase the stock price and eliminate the discount to intrinsic value, other than basically asking for more time4 ½ years is enough timeShareholders are not being paid to wait“we're well positioned to deliver long-term shareholder value through the maturation of our pipeline”                                                                                                                                           - Jeffrey Buchalter (Earnings Call, May 7, 2009)Jeffrey Buchalter, however, is being exceedingly well-paid to wait“Enzon today is exactly what we sought to create.”                                                                                                                                           - Jeffrey Buchalter (Annual Meeting, May 21, 2009)
Runaway CompensationCompensation lavished upon Jeffrey H. Buchalter:Jeffrey Buchalter has profited handsomely while Enzon’s stock price has languishedNon-Cash CompensationCash Compensation$16,858,911Total2,827,760344,861N/A1,369,149687,500426,2502005 ¹3,886,874155,3131,385,352624,0941,050,000672,11520065,255,493208,4952,136,283974,6571,162,500773,5582007$4,888,784$178,974$1,176,603$1,568,436$1,111,500$853,2712008TotalOtherOption AwardsStock AwardsBonusSalaryYearSource:  Company filingsNote:1    2005 data reflects the sum of half the fiscal year ended June 30, 2005 and the six-month transition       period ended December 31, 2005; option awards data unavailable for 2005
Now Is the Time for ChangeChange is needed, and it must start at the topWe believe shareholders have the right to initiate change to protect their investment
Can this Board of Directors Effect the Required Change?Jeffrey H. BuchalterEnzon Pharmaceuticals: President, CEO & Chairman of the Board since December 2004Enzon Pharmaceuticals: Chairman of the Board since September 2004ILEX Oncology, Inc.: CEO and President from January 2002 to December 2004Pharmacia Corporation: Group Vice President and Head of the Worldwide Oncology Franchise from 1997 to 2001Göran Ando, M.D.Enzon Pharmaceuticals: Director since November 2004; Chairman of the Compensation Committee; initially identified by BuchalterPharmacia Corporation: Executive Vice President and President of R&D, employed at company from 1995 to 2003Victor MicatiEnzon Pharmaceuticals: Director since November 2004; Lead “Independent” Director; Chairman of the Governance and Nominating Committee; initially identified by BuchalterILEX Oncology, Inc.: Director of ILEX Oncology Inc. since May 2003Pfizer Inc.: Executive Vice President of the Pharmaceutical Group, employed at company from 1965 to 1999Robert SalisburyEnzon Pharmaceuticals: Director since May 2005; Chairman of Finance and Audit CommitteePharmacia & Upjohn, Inc.: Executive Vice President and CFO, employed at company from 1974 to 1998Jeffrey Buchalter is Chairman of the Board and 3 out of 7 of Enzon’s non-executive Board Members have prior connections to Jeffrey Buchalter and each has been named Chairman of a key committee on the Board
“Evergreen” provision effectively makes Jeffrey Buchalter perpetual CEO:A highly unusual 12-month’s advance notice is required for non-renewal of contractBoard’s refusal to send a notice of non-renewal means Jeffrey Buchalter will hold power well beyond December 31, 2009 unless shareholders remove himMandates that Jeffrey Buchalter serve as the Chairman in addition to President and CEO, an arrangement that is increasingly under public attackSource:1  “How to Rein in the Imperial CEO," Wall Street Journal, 9 July 2008, p. A15Highly unusual contract inherently allows for a lack of accountabilityBuchalter’s Employment AgreementIs Jeffrey Buchalter the textbook Imperial CEO?“America's most serious corporate governance problem is the Imperial CEO - a leader who is both chairman of the company's board of directors as well as its chief executive officer. Such a CEO can dominate his board and is accountable to no one. This arrangement creates a conflict of interestThe result of this conflict of interest is excessive CEO compensation and undeserved job security. Entrenched management leads to empire-building, continued adherence to flawed business strategies, resistance to change, the stifling of healthy debate in the boardroom, and destruction of shareholder value.”                                                                                                                                           - Gary Wilson, Wall Street Journal (7/9/2008) ¹
Consent SolicitationProposal 1:Amend bylaws to permit stockholders to remove Company’s Chief Executive Officer and/or President from such office(s) and any other officer’s positionProposal 2:Remove Jeffrey H. Buchalter as Chief Executive Officer and President and from all officer’s positions he holdsProposal 3:Amend bylaws to require unanimous vote of all Directors in order to amend proposal 1 or 3DCM’s consent solicitation allows shareholders to exercise their rights and effect changeWe believe that the only way to timely effect change is to remove Jeffrey Buchalter by shareholder consent
DisclaimerDellaCamera Capital Management, LLC (“DCM”) prepared this presentation based on publicly available information. DCM has not and does not intend to verify independently any of such information, all of which DCM assumes is accurate and complete in all material respects. If this presentation contains projections, forecasts or other forward-looking statements, DCM assumes that they were prepared based on the best available estimates of the future events underlying such statements. This presentation speaks only as of its date and DCM assumes no duty to update it or to advise any person that its conclusions or advice has changed.This presentation is solely for your information purposes only. Consider it along with all other facts, advice and your own insights before making your own independent decisions. Do not provide a copy of this presentation to any person without DCM’s prior consent. No other person should rely on it for any purpose. DCM does not offer tax, accounting or legal advice.This presentation is not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any investment.
LegendPLEASE READ THE CONSENT SOLICITATION STATEMENT OF DELLACAMERA CAPITAL MASTER FUND, LTD. WHEN IT BECOMES AVAILABLE, BECAUSE IT CONTAINS IMPORTANT INFORMATION INCLUDING INFORMATION ABOUT INDIVIDUALS DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF CONSENTS OF ENZON PHARMACEUTICALS, INC. STOCKHOLDERS.  YOU MAY OBTAIN THIS CONSENT SOLICITATION STATEMENT, OR ANY OTHER RELEVANT DOCUMENTS, FOR FREE AT WWW.SEC.GOV.  YOU MAY ALSO OBTAIN THIS CONSENT SOLICITATION STATEMENT, OR ANY OTHER INFORMATION RELEVANT TO THE SOLICITATION OF CONSENTS BY DELLACAMERA CAPITAL MASTER FUND, LTD., BY CONTACTING MACKENZIE PARTNERS, INC., 105 MADISON AVENUE, NEW YORK, NY 10016 AT 800-322-2885.  PRESENTLY, A PRELIMINARY FORM OF THIS CONSENT SOLICITATION STATEMENT IS PUBLICLY AVAILABLE.