AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) (“AMAG”) today announced
that it has entered into a settlement agreement with Caligan
Partners LP (“Caligan”). As part of this agreement, the Board of
Directors has appointed Paul Fonteyne, former Chief Executive
Officer of Boehringer Ingelheim USA, and David Johnson, Partner and
co-Founder of Caligan, to the AMAG Board, effective immediately.
The appointment of Mr. Fonteyne and Mr. Johnson temporarily expands
the size of the AMAG Board to 11 directors, 10 of whom are
independent and four of whom have been appointed within the past
six months. In addition, the Company will include Mr. Fonteyne and
Mr. Johnson as candidates in the Company’s proxy statement for the
Company’s 2020 Annual Meeting. Following the 2020 Annual Meeting,
the size of the Board will revert to nine directors.
“As part of AMAG's commitment to good corporate governance and
ongoing board refreshment, we are pleased to have reached an
agreement with Caligan that is in the best interests of all
shareholders,” said Gino Santini, Chairman of the AMAG Board. “We
welcome Paul and David to our Board of Directors and look forward
to their contributions as we continue to focus on driving value for
AMAG shareholders and serving patients with unmet medical needs
with our portfolio of innovative products.”
“We are pleased to have reached this constructive solution with
AMAG in order to work with the Company to focus on maximizing the
potential of its great portfolio,” said David Johnson. “Paul and I
are excited to bring new perspectives to management and AMAG's
board as we work towards our mutual goal of shareholder value
creation.”
“The AMAG team remains focused on strong execution across our
commercial products and progressing our clinical development
programs through their next milestones,” said William Heiden,
President and Chief Executive Officer of AMAG. “I look forward to
working closely with the Board of Directors as we continue the
strategic transformation of AMAG to maximize the value and growth
of our diversified and innovative product portfolio.”
As part of this settlement agreement, Caligan has withdrawn its
pending consent solicitation and agreed to a customary standstill,
voting commitment, and related terms. The full agreement will be
filed on Form 8-K with the U.S. Securities and Exchange
Commission.
Goldman Sachs is serving as AMAG’s financial advisor and Sidley
Austin LLP and Goodwin Procter LLP are serving as AMAG’s legal
advisors. Schulte Roth & Zabel LLP is representing Caligan.
About Paul FonteynePaul Fonteyne, 57, most
recently served as the Chairman of BI USA, a biotechnology company,
and President of Animal Health for Boehringer-Ingelheim USA
Corporation, one of the world's largest pharmaceutical companies.
Prior to that role, Mr. Fonteyne served as the United States
Country Managing Director and President and Chief Executive Officer
of Boehringer Ingelheim from 2011 through 2018. Previously, Mr.
Fonteyne served as Senior Corporate Vice President in Boehringer
Ingelheim GmbH from 2009 to 2011. From 2003 to 2008 Mr. Fonteyne
served as Executive Vice President, Head of Marketing and Sales for
Prescription Medicines at Boehringer-Ingelheim Pharmaceuticals,
Inc. Prior to his time with Boehringer-Ingelheim, Mr. Fonteyne held
commercial leadership roles at Merck and Co. Inc. and Abbott
Laboratories.
Mr. Fonteyne has served on the board of ResTORbio, Inc. (NASDAQ:
TORC), a biopharmaceutical company, since 2017, and has been a
member of the board of Ypsomed AG (SWX: YPSN), a medical technology
company, since 2018. He is currently a director of the private
companies Gelesis, Inc., a biotechnology company, and DalCor, Inc.,
a pharmaceutical company.
Mr. Fonteyne currently serves on the advisory board of the
Brigham and Women’s Hospital Lung Center and has previously served
on the board of PhRMA (the leading pharmaceutical industry
association). He also serves as Chair of the American Cancer
Society Initiative for New England (CEOs against Cancer) and as a
Special Advisor to Canaan Partners, a Venture Capital Fund
dedicated to Health Care and Technology early stage venture
investing.
Mr. Fonteyne holds an MS in Chemical Engineering from the
University of Brussels and an MBA from Carnegie Mellon
University.
About David JohnsonDavid Johnson, 37, is a
Partner and co-Founder of Caligan Partners LP, an investment
manager. Previously, Mr. Johnson was a Managing Director at The
Carlyle Group, where he was employed from 2010 to 2017. At Carlyle,
Mr. Johnson was involved in many of the firm's strategic
initiatives and sat on investment committees for a number of
different funds that invested in both equity and credit. Prior to
joining Carlyle, Mr. Johnson worked for six years at Morgan
Stanley, where he was a Vice President in the Principal Investments
area. In this role, Mr. Johnson served as a director of SeaChange
Maritime Limited, and an observer of numerous company boards. Prior
to joining Morgan Stanley, Mr. Johnson worked at Weiss Asset
Management in Boston, MA, during which time he served on the board
of the Kazakhstan Investment Fund.
Mr. Johnson has served on the Executive Committee for the
Harvard College Fund, is a member of the board of directors of the
Children's Scholarship Fund, and is Chair of the Finance &
Investment Committee for the Riley's Way Foundation.
Mr. Johnson received his A.B. in Applied Mathematics, cum
laude, from Harvard College in 2004 and a S.M. in Applied
Mathematics from Harvard College in 2004.
About AMAGAMAG is a pharmaceutical company
focused on bringing innovative products to patients with unmet
medical needs. The company does this by leveraging its development
and commercial expertise to invest in and grow its pharmaceutical
products across a range of therapeutic areas, including women’s
health. For additional company information, please
visit www.amagpharma.com.
AMAG Pharmaceuticals® is a registered trademark of AMAG
Pharmaceuticals, Inc.
Forward-Looking StatementsThis communication
contains forward-looking information about AMAG within the meaning
of the Private Securities Litigation Reform Act of 1995 and other
federal securities laws. Any statements contained herein which do
not describe historical facts, including, among others, beliefs
that the settlement agreement is in the best interest of all
shareholders, and AMAG’s belief that its strategic transformation
will maximize the value of and build on its diversified and
innovative product portfolio are forward-looking statements which
involve risks and uncertainties that could cause actual results to
differ materially from those discussed in such forward-looking
statements.
Such risks and uncertainties include, among others, those risks
identified in AMAG’s filings with the SEC, including its Annual
Report on Form 10-K for the year ended December 31, 2018, its
Quarterly Reports on Form 10-Q for the quarters ended March
31, 2019 and June 30, 2019 and subsequent filings
with the SEC which are available at the SEC’s website
at www.sec.gov. Any such risks and uncertainties could
materially and adversely affect AMAG’s results of operations, its
profitability and its cash flows, which would, in turn, have a
significant and adverse impact on AMAG’s stock price. AMAG cautions
you not to place undue reliance on any forward-looking statements,
which speak only as of the date they are made. AMAG disclaims any
obligation to publicly update or revise any such statements to
reflect any change in expectations or in events, conditions or
circumstances on which any such statements may be based, or that
may affect the likelihood that actual results will differ from
those set forth in the forward-looking statements.
AMAG Pharmaceuticals Contacts: Investors:Linda
Lennox(908) 627-3424
Media:Rushmie Nofsinger(781) 530-6838
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