Sarissa Capital Does Not Believe Amarin Cares About Shareholders
February 09 2023 - 5:27PM
Business Wire
Amarin Continues to Ignore the Loud and
Clear Message Sent by Shareholders at the Last Shareholder
Meeting
Amarin’s Misleading Words Cannot Hide Its
Poor Leadership and Governance Practices That Harm and
Disenfranchise Shareholders
Vote the BLUE proxy card “FOR” the
appointment of the Sarissa Nominees and “FOR” the Removal of
Chairman Per Wold-Olsen on or before February
21, 2023
Sarissa Capital Management LP (“Sarissa”) today issued the
following letter to other shareholders of Amarin Corporation plc
(NASDAQ: AMRN):
Dear Fellow Amarin Shareholders:
We, the owners, face an important decision at our upcoming
shareholder meeting. Amarin has an incredibly valuable asset in
Vascepa/Vazkepa, but the company continues to destroy value by
mismanagement and poor capital allocation decisions. The company is
in dire need of change, which even current leadership recognizes.
And shareholders sent a loud and clear message in support of change
at the annual meeting. However, the board spends millions of
dollars of precious shareholder capital to keep shareholders off
the board. Inexplicably, the board does not welcome the positive
participation of its largest shareholder with a stellar track
record of success.
Amarin is at a critical juncture and risks further destruction
of value unless we shareholders enact change now. Sarissa is
seeking to remake the board by adding shareholder representatives
who we believe will help maximize shareholder value and by removing
Chairman Per Wold-Olsen. Our slate, including Sarissa candidates
that helped turn around The Medicines Company until its ultimate
sale for nearly $10 billion, has the qualifications and experiences
to help Amarin reach its true potential.
Sarissa urges shareholders to vote the BLUE proxy card “FOR” the
appointment of the Sarissa Nominees and “FOR” the Removal of
Chairman Per Wold-Olsen on or before
February 21, 2023.
As the general meeting approaches, we ask fellow shareholders
separate Amarin’s words from its actions. As we all know, actions
speak louder than words. The actions of “new Amarin” are marked by
the same poor performance, missed goals and blatant disregard for
shareholders as the “old Amarin.” Amarin’s words are filled with
inaccurate statements, empty promises and a lack of
accountability.
Amarin has the audacity to state publicly, “the Company made
solid progress in 2022, against its strategic objectives” even
though 2022 was terrible for shareholders by any objective
measure:
- In 2022, Amarin’s stock price declined over 64%, wiping out
more than $840 million of shareholder value.*
- In June 2022, Amarin was 6 months late in announcing cost cuts
in the US after a third generic entered and disrupted the market in
January 2022. Entrance of the third generic was expected. The
shareholder capital wasted due to the delay was an immense and
avoidable destruction of shareholder value.
- The European launch is off to a terrible start. Management
could not convince Germany to reimburse Vazkepa even though, with
the use of Vazkepa, Germany could save a significant portion of the
>€28 billion that it spends annually on cardiovascular disease.†
The rest of Europe is behind schedule, failing to live up to
management’s earlier promises.
Amarin’s proclamation that its “Commitment to High Standards
of Corporate Governance Drives Alignment and Accountability” is
inconsistent with their treatment of shareholders as Amarin has
demonstrated time and time again that it dismisses shareholder
interests:
- The board continues to completely ignore the outcome of the
most recent annual meeting where nearly 50% of all votes cast were
either votes against the Amarin board or abstentions. Notably, this
result occurred after Sarissa publicly stated that “we intend to
vote ‘ABSTAIN’ as this reinforces our message that change is needed
as we give the board time to add shareholder representatives.”‡
Yet, the board still refuses to add Sarissa representatives.
- We believe the board’s prolonged “board refreshment process”
was not legitimate. No shareholder representatives were added to
the board and our input was never sought on any of their
appointees. Sarissa is Amarin’s largest shareholder, and we have a
track record of creating shareholder value through board
representation, including in the cardiovascular space. It is
bewildering that Amarin remains obstinate and will not allow
shareholder participation on the board.
- Amarin disclosed that it has spent more than $4 MILLION of
shareholder capital and is planning to spend >$7 MILLION total
to prevent its largest shareholder from obtaining representation on
the board. This amount is a whopping ~6X more than what Sarissa
intends to spend in this proxy contest. Either Amarin does not know
how to spend money efficiently or does not care about shareholders’
money.
Amarin’s assertion that “New Management Has Made Engagement a
Top Priority” is far from the truth as Amarin continues to make it
difficult for shareholders, who are frustrated, to have a
voice:
- The board does not engage meaningfully with its shareholder
base. Historically, barely 50% of the shareholders show up at any
given shareholder meeting. Chairman Wold-Olsen and other directors
have been dismissive of Amarin’s shareholders as a “retail”
shareholder base. “Retail” shareholders are owners of Amarin and
are entitled to have their voices heard.
- Amarin delayed the disclosure of the record date for the
general meeting, artificially established an earlier than necessary
cut-off time for voting and delayed delivery of crucial shareholder
lists requested by Sarissa. We believe Amarin’s board is employing
these tactics to uneven the playing field so that shareholders are
unable to voice their dissatisfaction with the current regime.
Amarin claims that these timelines are all required by UK law,
which is canonically false, and they know it!
- Amarin has continuously misrepresented its interactions with
Sarissa and Sarissa’s track record of success as it attempts to
smear us and our nominees. In our presentations, we exposed
Amarin’s misstatements, disinformation, and dishonesty, including
by providing detailed accounts of our correspondence. Amarin
attempts to sully our track record using wrong and misleading
metrics. In fact, the average performance of our larger positions
during the tenure of Sarissa and Sarissa designees is +39.7%.§ In
contrast, Amarin’s performance under CEO Karim Mikhail and Chairman
Per Wold-Olsen were -70.8% and -62.8% to year end 2022
respectively.‖ Amarin maintains that “we don’t need Sarissa to
maximize value.” Again, actions speak louder than words.
Amarin is in dire need of change. Sarissa believes the current
regime is wasting a uniquely valuable opportunity. Vascepa is a
highly attractive asset that can not only meaningfully improve
patients’ lives by reducing cardiovascular events but also save
significant money for health systems worldwide. The board, led by
Chairman Wold-Olsen, has failed shareholders and takes no
accountability for its failures. Sarissa urges shareholders to act
now to support change so that the current leadership does not
continue its misguided stewardship of shareholder capital.
We look forward to continuing our engagement with our fellow
shareholders. Thank you for your continued support.
Sarissa Capital Management LP #FreeAmarin
Visit our website at www.freeamarin.com for helpful information
about Sarissa and the need for change at Amarin.
Vote the BLUE proxy card “FOR” the Sarissa
Nominees and “FOR” the removal of Chairman Per
Wold-Olsen.
The General Meeting of Amarin shareholders is scheduled for
February 28, 2023, BUT TO MAKE SURE YOUR VOTE COUNTS,
SUBMIT YOUR VOTE ON OR BEFORE TUESDAY,
FEBRUARY 21, 2023.
Shareholders should be receiving the BLUE proxy card this
week. If you do not receive your BLUE proxy card this week
or have any questions on how to vote, please contact:
D.F. King & Co., Inc. 48 Wall Street New
York, New York 10005 Shareholders call toll-free: (800)
331-7024 Banks and Brokers call: (212) 269-5550 By
Email: AMRN@dfking.com
* Calculated from end of day December 31, 2021 – December 30,
2022. Source: Bloomberg † European Cardiovascular Disease
Statistics 2017 edition ‡ Sarissa Capital Press Release June 15,
2022:
https://www.businesswire.com/news/home/20220615006073/en/Sarissa-Capital-Intends-to-Vote-%E2%80%9CAbstain%E2%80%9D-at-the-Amarin-Annual-Meeting
§ Calculated as average price change where a Sarissa or
Sarissa-affiliated director held tenure as a board member, for
larger Sarissa portfolio positions defined as (≥$50M), between the
date immediately preceding their first date-in service and
12/30/2022. Not weighted by investment and not indicative of
Sarissa’s investment returns ‖ Calculated as price change between
the dates 7/30/2021 and 12/30/2022 for CEO Karim Mikhail and
1/7/2022 and 12/30/2022 for Per Wold-Olsen
Additional Information
Sarissa Capital Management LP (“Sarissa Capital”), together with
other participants, filed a definitive proxy statement and an
accompanying blue proxy card with the SEC on January 31, 2023, in
connection with the solicitation of shareholders of Amarin
Corporation plc (the “Company”) at the general meeting of the
Company for the election of Sarissa Capital’s slate of
highly-qualified nominees (the “General Meeting”). Shareholders are
advised to read the definitive proxy statement and other relevant
documents related to the General Meeting as they contain important
information.
The definitive proxy statement and other relevant documents are
available at no charge on the SEC’s website at www.sec.gov and at
www.freeamarin.com. The definitive proxy statement and other
relevant documents are also available at no charge by directing a
request to Sarissa Capital’s proxy solicitor, D.F. King & Co.,
Inc., 48 Wall Street, New York, New York 10005 (Shareholders can
call toll-free: (800) 331-7024).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230209005767/en/
Jean Puong Sarissa Capital Management LP info@sarissacap.com
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