Amarin Board of Directors Issues Statement in Response to Sarissa
October 11 2022 - 4:15PM
Amarin Corporation plc (NASDAQ:AMRN) today issued the following
statement in response to Sarissa Capital Management LP (“Sarissa”)
on behalf of the Amarin Board of Directors:
As a Board, we are unified and
supportive of Amarin’s new strategic direction, and the actions
management has taken to position the Company for growth and value
creation. The Board believes there is tremendous runway for growth
as Amarin’s strategic focus shifts toward expanding the business in
Europe and other international markets, and recent actions to
stabilize our U.S. business materialize. Amarin continues to
progress on its comprehensive cost reduction program and other cash
preservation initiatives.
Over the past year, our Board, with
the assistance of a renowned global search firm, has been executing
a deliberate plan to refresh its composition and add directors with
skills we believe are necessary to help guide the Company on its
new strategic direction. In 2022 alone, this process resulted in
the appointment of three independent directors. Our new directors
add extensive global biotech, international pharmaceutical
experience, as well as specific healthcare investment experience
and expertise. We have also made significant changes to our Board
leadership, including appointing a new Board Chair, naming new
Chairs of the Audit and Remuneration Committees, and the retirement
of two long-tenured directors.
The Amarin Board of Directors is
committed to best-in-class corporate governance. To this end,
identifying and recommending new members for Amarin’s Board is a
process we take seriously. Consistent with our ongoing Board
refreshment process and our good-faith engagement with Sarissa, the
Board has a defined and tailored list of skillsets that we believe
are necessary to help guide the Company forward, and we rigorously
evaluate any potential candidates’ commitment and contributions
they might bring to the Board and the Company. With this in mind,
we have interviewed several highly qualified candidates and the
Board is in final stages to appoint new independent directors.
Throughout the Board’s consideration of these candidates, including
Sarissa’s proposed nominees, we have kept Sarissa apprised of the
Board’s refreshment process. This process remains ongoing.
We remain committed to engaging in
constructive dialogue with Amarin shareholders, including Sarissa,
and will continue to be guided by our commitment to act in the best
interests of all shareholders.
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 the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, including beliefs about
Amarin’s strategic direction and actions management has taken to
stabilize our U.S. business and position Amarin for growth and
value creation; the runway for growth as Amarin’s strategic focus
shifts toward expanding the business in Europe and other
international markets; Amarin’s continued focus on comprehensive
cost reduction program and other cash preservation initiatives,
Amarin’s commitment to identifying and rigorously evaluating new
highly qualified, independent candidates for Amarin’s Board of
Directors, including full, comprehensive evaluation of Sarissa
Capital Management LP’s proposed nominees; and the overall
potential and future success of VASCEPA (marketed as VAZKEPA in
Europe) and Amarin generally. 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. 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.
Availability of Other Information About
Amarin
Amarin communicates with its investors and the public using the
company website (www.amarincorp.com) and the investor relations
website (investor.amarincorp.com), including but not limited to
investor presentations and FAQs, Securities and Exchange Commission
filings, press releases, public conference calls and webcasts. The
information that Amarin posts on these channels and websites could
be deemed to be material information. As a result, Amarin
encourages investors, the media and others interested in Amarin to
review the information that is posted on these channels, including
the investor relations website, on a regular basis. This list of
channels may be updated from time to time on Amarin’s investor
relations website and may include social media channels. The
contents of Amarin’s website or these channels, or any other
website that may be accessed from its website or these channels,
shall not be deemed incorporated by reference in any filing under
the Securities Act of 1933.
Additional Information
Amarin, its directors and certain of its executive officers may
be deemed to be participants in the solicitation of proxies from
shareholders in connection with the matters to be considered at any
special meeting called at the request of Sarissa. If a special
meeting is convened, the Company intends to file a proxy statement
and WHITE proxy card with the U.S. Securities and Exchange
Commission (the “SEC”) in connection with any such solicitation of
proxies from shareholders. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO
READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD
WHEN THEY BECOME AVAILABLE AS THEY WOULD CONTAIN IMPORTANT
INFORMATION. Information regarding the ownership of the Company’s
directors and executive officers in Company stock and other
securities is included in their SEC filings on Forms 3, 4, and 5,
which can be found through the Company’s website
(www.amarincorp.com) in the section “Investors” or through the
SEC’s website at www.sec.gov. Additional information about Amarin’s
directors and executive officers and their interests is set forth
in Amarin’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed with the SEC on March 3, 2021,
and amended on May 2, 2021, as well as Amarin’s proxy statement for
its 2022 Annual General Meeting of Shareholders, which was filed
with the SEC on May 24, 2022, and in the Company’s other SEC
filings, which can be found through the Company’s website
(www.amarincorp.com) in the section “Investors” or through the
SEC’s website at www.sec.gov. More detailed and updated information
regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, would be
set forth in the proxy statement and other materials filed with the
SEC in connection with any special meeting convened at the request
of Sarissa. Shareholders would be able to obtain any proxy
statement, any amendments or supplements to the proxy statement and
other documents filed by the Company with the SEC for no charge at
the SEC’s website at www.sec.gov. Copies will also be available at
no charge at the Company’s website at www.amarincorp.com.
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
Matt Sherman / Steve Frankel / Tali EpsteinJoele Frank,
Wilkinson Brimmer Katcher212-355-4449
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