Amarin Urges Shareholders to Vote “Against” Sarissa’s Harmful Proposals at Upcoming General Meeting – IT HAS NO PLAN, NO NEW IDEAS AND AN UNDERQUALIFIED SLATE
February 17 2023 - 9:03AM
The Amarin Corporation plc (NASDAQ: AMRN) (“Amarin” or the
“Company”) Board of Directors today issued the following statement
reiterating to shareholders its recommendation to vote on the
WHITE proxy card
“AGAINST” all of
Sarissa’s harmful proposals ahead of the General Meeting of
Shareholders, which is scheduled to be held on February 28, 2023.
Shareholders of record as of January 23, 2023, will be entitled to
vote at the meeting. For ADS holders, the deadline to submit votes
is 3 PM GMT (10 AM ET) on February 22, 2023, and for holders of
ordinary shares, the deadline is 3 PM GMT (10 AM ET) on February
24, 2023.
The Amarin Board has one critical message for our shareholders:
Amarin is at an inflection point, where upcoming pricing
and reimbursement negotiations and decisions will chart the future
for the Company, including ensuring M&A is a viable
option. Our refreshed Board are the change agents the
Company needs and have actively positioned the business to turn
Amarin around and drive near- and long-term value.
As leading independent proxy advisory firms Institutional
Shareholder Services (“ISS”) and Glass Lewis & Co (“Glass
Lewis”) recognized in their vote recommendations for Amarin’s
WHITE proxy card “AGAINST”
Sarissa’s proposals, the new and refreshed Board has already made
significant changes over the last 18 months. Meanwhile, Sarissa has
failed to make a compelling case for change. ISS and Glass
Lewis’s recommendations are important third party endorsements that
Amarin has the RIGHT strategy, RIGHT team and RIGHT Board to drive
near- and long-term value. Here is why:
- Critical expertise is needed and already on the Board
today. Our Board is intimately involved in pricing and
reimbursement discussions, including Chairman Per Wold-Olsen.
Depriving the Company of essential advice and experience – by
removing Mr. Wold-Olsen and adding seven underqualified candidates
who have little to no expertise in this area – would be
detrimental. Theoretical “shareholder representation” will not make
up for this massive loss of experience and practical know-how.
Additionally, nearly doubling the size of the Board for a company
of our size does not make sense, and if anything, would put the
Company at risk at a critical time.
- Mr. Wold-Olsen is an essential guiding force.
He has brought his wealth of experience to bear in every area of
Amarin’s business. Mr. Wold-Olsen has direct relationships with
European regulators that he is leveraging to benefit Amarin as we
navigate the complexities of pricing and reimbursement negotiations
and he works directly with management daily, demonstrating his
unwavering commitment to Amarin’s success. The future of Amarin
hinges on its ability to negotiate successful pricing in Europe –
and Mr. Wold-Olsen is central to this effort. Sarissa is not.
- Amarin’s Board is superior to Sarissa’s slate in every
critical area. Amarin’s refreshed Board brings more than
260 years of critical expertise across international, in particular
European, cardiovascular and related product launches, and
healthcare investment which has been vital to Amarin’s early
success. Sarissa’s underqualified nominees, on the other hand,
collectively lack critical understanding of operating a pharma
company and have minimal experience with European drug launches,
pricing and reimbursement and commercial expertise.
- Amarin has taken proactive and decisive action to
succeed and drive value. The refreshed Board, alongside
the new management team, have taken swift and proactive action.
These steps have contributed to substantial progress in a short
period of time across all facets of the business – strategic,
operational and financial – and are reflected in Amarin’s
performance in 2022 and early 2023.
- Sarissa has an abysmal track record. We
understand our shareholders’ frustration with Amarin’s stock price
today, but it is critical that our shareholders consider the facts
when Sarissa is on boards:
- Median total shareholder return (“TSR”) at companies during the
tenure of Sarissa nominated directors is NEGATIVE
24%1
- Companies that Sarissa excluded from its presentation have a
median TSR of a staggering NEGATIVE 59%1
- In four instances, companies with Sarissa nominated directors
LOST OVER 75% of their value1
The Amarin Board has been and continues to be 100% focused on
advancing all of our shareholders’ best interests. Sarissa, on the
other hand, purposefully provides shareholders with misinformation
as part of its transparent attempt to do anything to get on the
Board. Sarissa is only focused on serving its own self-interest at
the expense of all Amarin shareholders. If Sarissa cannot be
trusted to provide shareholders with the truth, why should it be
trusted as a steward of shareholder value creation? The
current Amarin Board is best equipped to guide the NEW Amarin and
maximize shareholder value.
We strongly urge all shareholders to consider what is at stake
and vote “AGAINST” Sarissa’s harmful proposals on
the WHITE proxy card.
With Amarin’s February 28 General Meeting fast approaching, it
is extremely important that you vote as soon as possible, no matter
how many shares you own. Shareholders can switch their vote at any
time by simply voting on the WHITE proxy
card “AGAINST” all of Sarissa’s harmful
proposals. Only the latest-dated proxy counts.
Amarin shareholders who need assistance in voting their shares
may call Amarin’s proxy solicitors: Morrow Sodali at (800) 662-5200
(toll-free) or (203) 658-9400 (collect) or Okapi Partners at (844)
343-2625 (toll-free) or (212) 297-0720 (international).
Additional materials regarding the Board of Directors’
recommendations for the General Meeting can be found
at www.voteamarin.com.
Advisors
J.P. Morgan is acting as financial advisor. Ropes & Gray LLP
and Goodwin Procter LLP are acting as legal advisors to the
Company.
About Amarin
Amarin is an innovative pharmaceutical company leading a new
paradigm in cardiovascular disease management. From our foundation
in scientific research to our focus on clinical trials, and now our
commercial expansion, we are evolving and growing rapidly. Amarin
has offices in Bridgewater, New Jersey in the United States, Dublin
in Ireland, Zug in Switzerland, and other countries in Europe as
well as commercial partners and suppliers around the world. We are
committed to increasing the scientific understanding of the
cardiovascular risk that persists beyond traditional therapies and
advancing the treatment of that risk.
Forward-Looking Statements
This press release contains forward-looking statements which are
made pursuant to U.S. federal securities law. These forward-looking
statements are not promises or guarantees and involve substantial
risks and uncertainties. A further list and description of these
risks, uncertainties and other risks associated with an investment
in Amarin can be found in Amarin’s filings with the U.S. Securities
and Exchange Commission, including Amarin’s annual report on
Form 10-K for the full year ended 2021, and Amarin’s
quarterly reports on Form 10-Q for the quarters ended
March 31, 2022, June 30, 2022, and September 30,
2022, and its other filings. Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. Amarin
undertakes no obligation to update or revise the information
contained in its forward-looking statements, whether as a result of
new information, future events or circumstances or otherwise.
Amarin’s forward-looking statements do not reflect the potential
impact of significant transactions the company may enter into, such
as mergers, acquisitions, dispositions, joint ventures or any
material agreements that Amarin may enter into, amend or
terminate.
Amarin Contact Information
Investor Inquiries:Lisa DeFrancescoInvestor Relations Amarin
Corporation plcinvestor.relations@amarincorp.com (investor
inquiries)
Media Inquiries:Mark MarmurCorporate Communications, Amarin
Corporation plcPR@amarincorp.com (media inquiries)
Or
Steve Frankel / Andi Rose / Tali EpsteinJoele Frank, Wilkinson
Brimmer Katcher212-355-4449
1 Statistics are based on the total stock return of companies
where a Sarissa-affiliated director held tenure as a board member,
from the market date immediately preceding their first date
in-service, to the final date of their service or February 3, 2023.
Companies with Sarissa-affiliated directors include VIVUS, Inc.,
Emmaus Life Sciences, Inc., ARIAD Pharmaceuticals, Inc., Aegerion
Pharmaceuticals, Inc., The Medicines Company, Novelion
Therapeutics, Inc., Bioverativ, Inc., Innoviva, Inc., Regulus
Therapeutics, Inc., Armata Pharmaceuticals, Inc., Ironwood
Pharmaceuticals, Inc., and Alkermes, Plc
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