Sarissa Capital Submits Notice to Call a Special Meeting of Amarin Shareholders to Add Directors and Remove Chairman Per Wold-Olsen
January 10 2023 - 1:34PM
Business Wire
Sarissa believes current board lacks any
remaining credibility for representing shareholders
Sarissa is astonished that Amarin board refuses
to add shareholder representatives
Sarissa Capital Management LP (“Sarissa”) today made the
following statement on Amarin Corporation plc (NASDAQ: AMRN):
At the last shareholder meeting, the shareholders, the owners of
the company, loudly expressed their lack of faith in the board and
management. Sarissa sought to place shareholder representatives on
the board and engaged with the company in what turned out to be
months of simply lip service by the board, led by its Chairman Per
Wold-Olsen. Despite Sarissa having a track record of creating
significant shareholder value in healthcare companies, including
those with cardiovascular drugs such as The Medicines Company,
Amarin’s board rejected adding any shareholder representatives to
the board in favor of their own candidates, including today’s
addition of a board candidate without any input from Sarissa,
Amarin’s largest shareholder.
Amarin’s acknowledgement of its need for board refreshment is a
positive step in recognizing the company’s many mishaps and the
board’s own entrenchment. However, after months of back and forth,
it is clear to us that this board refreshment process was a charade
led by Chairman Per Wold-Olsen.
Sarissa is astounded by Amarin’s blatant disregard for
shareholders. The board’s actions epitomize poor governance. We
believe that they do not understand a board’s mission and duties to
shareholders, the owners of the company. We can only conclude that
Amarin’s board does not seek real change and instead wants to
remain entrenched at the expense of shareholders.
Sarissa has submitted notice to Amarin under UK law to call a
special meeting of shareholders to add 7 directors to the board and
to remove Chairman Per Wold-Olsen from the board. In the event that
the Amarin board attempts the contemptible act of continuing to
entrench themselves by filling any of the vacancies on the board,
takes any other actions in violation of their fiduciary duties or
interferes with Sarissa’s exercise of its shareholder rights,
Sarissa will initiate immediate legal action to hold all directors
(including those added to the board) personally accountable to the
fullest extent of the law. Such an act by the board would be the
ultimate betrayal to shareholders. Sarissa will also seek to remove
those directors appointed by the board in order to create the
vacancies necessary to add Sarissa’s nominees to the board. We are
asking all shareholders to remain engaged and voice their opinions
by voting at the special meeting.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Sarissa Capital Management LP (“Sarissa Capital”), together with
the other participants named herein (collectively, “Sarissa”),
intends to file a preliminary proxy statement and accompanying
proxy card with the Securities and Exchange Commission (“SEC”) to
be used to solicit votes for the election of its slate of
highly-qualified nominees as directors of Amarin Corporation plc
(NASDAQ: AMRN) (the “Company”), at a special meeting of
shareholders of the Company. SARISSA STRONGLY ADVISES ALL
SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER
PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY
SOLICITOR, THE IDENTITY AND CONTACT INFORMATION FOR WHICH WILL BE
SET FORTH IN THE PROXY STATEMENT THAT WILL BE MADE AVAILABLE TO
SHAREHOLDERS.
The participants in the proxy solicitation are anticipated to
include Sarissa Capital, Sarissa Capital Offshore Master Fund LP
(“Offshore”), Sarissa Capital Master Fund II LP (“Master II”),
Sarissa Capital Athena Offshore Fund Ltd (“Athena”), Sarissa
Capital Catapult Fund LLC (“Catapult”), Sarissa Capital Hawkeye
Fund LP (“Hawkeye”), ISP Fund LP (“ISP”), Atom Master Fund LP
(“Atom”), Sarissa Capital Management GP LLC (“Management GP”),
Sarissa Capital Offshore Fund GP LLC (“Offshore GP”), Sarissa
Capital Fund GP LP (“Fund GP LP”), Sarissa Capital Fund GP LLC
(“Fund GP LLC”), Dr. Alexander J. Denner, Patrice Bonfiglio, Dr.
Paul Cohen, Mark DiPaolo, Keith L. Horn, Odysseas Kostas, Louis
Sterling III and Diane E. Sullivan.
As of the date hereof and subject to the further explanatory
information set forth in this paragraph, funds and other investment
vehicles affiliated with Sarissa Capital and Dr. Denner may be
deemed to beneficially own, within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), 25,210,000 ordinary shares, par value 50 pence per share, of
the Company (the “Shares”), as more fully described below. In
addition, as of the date hereof, Mr. Sterling may be deemed to
separately beneficially own, within the meaning of Rule 13d-3 under
the Exchange Act, 117,772 Shares. Given Mr. Sterling’s beneficial
ownership of Shares, he and the funds and other investment vehicles
affiliated with Sarissa Capital and Dr. Denner may be deemed to
have formed a group within the meaning of Rule 13d-5(b) under the
Exchange Act. The number of Shares stated herein that may be deemed
to be beneficially owned by Mr. Sterling does not include Shares
that may be deemed to be beneficially owned by such funds and other
investment vehicles, and the number of Shares stated herein that
may be deemed to be beneficially owned by such funds and other
investment vehicles does not include Shares that may be deemed to
be beneficially owned by Mr. Sterling. Subject to the preceding
sentence, as of the date hereof, the number of Shares that may be
deemed to be beneficially owned, within the meaning of Rule 13d-3
under the Exchange Act, by funds and other investment vehicles
affiliated with Sarissa Capital and Dr. Denner is as follows:
Sarissa Capital
25,210,000
Offshore
6,188,100
Master II
342,600
Athena
3,164,000
Catapult
4,298,200
Hawkeye
3,928,800
ISP
6,663,377
Atom
624,923
Management GP
25,210,000
Offshore GP
9,694,700
Fund GP LP
17,921,700
Fund GP LLC
17,921,700
Dr. Denner
25,210,000
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version on businesswire.com: https://www.businesswire.com/news/home/20230109005938/en/
Jean Puong Sarissa Capital Management LP info@sarissacap.com
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