Amarin Corporation plc (NASDAQ: AMRN) (“Amarin” or the “Company”)
today announced that it has filed definitive proxy materials with
the Securities and Exchange Commission (“SEC”) in connection with
its upcoming General Meeting of Shareholders scheduled to be held
on February 28, 2023. Shareholders of record as of January 23,
2023, will be entitled to vote at the meeting.
In conjunction with the definitive proxy filing, Amarin has
mailed a letter to the Company’s shareholders and launched a new
campaign website, www.voteamarin.com, featuring videos with the
Company’s Chairman of the Board, Per Wold-Olsen, and Chief
Executive Officer, Karim Mikhail. Amarin’s definitive proxy
materials and other materials regarding the Board of Directors’
recommendation for the General Meeting can be found at
www.voteamarin.com.
The full text of the letter being mailed to shareholders
follows:
Dear Shareholder,
Your refreshed Board of Directors has one clear priority:
enhancing the value of your investment in Amarin in the
short- and long-term. The last 18 months have been a story
of transformation. When Karim Mikhail was appointed as CEO in
August 2021, Amarin was at the height of its challenges – from
generic competition to operational missteps.
Change was needed; we acted with urgency to address Amarin’s
challenges in a fast-moving market. We have a new leadership team
with European commercial launch expertise and we instilled greater
financial discipline across the organization. Coupled with our
refreshed Board to match the current needs of the Company, we are
on our way to becoming a global, diversified cardiometabolic
player, which we believe will drive significant long-term
shareholder value. This is the NEW AMARIN.
Sarissa Capital Management – an activist hedge fund – has called
a General Meeting in an attempt to remove our newly appointed Board
Chair and nearly double the size of the Amarin Board with seven of
its own hand-picked candidates, three of whom are employees of
Sarissa itself. We are asking you to support Amarin’s strategy to
maximize shareholder value and vote “AGAINST” all
of Sarissa’s resolutions on the WHITE proxy card
for three reasons:
- Amarin is executing a winning strategy NOW to
drive short- and long-term value creation for all shareholders.
Though this new strategy is in its early stages, it has already
resulted in substantial progress over a short period of time.
- The NEW Amarin Board is the right
team and actively engaged in developing our new strategy
and guiding execution. We have substantially refreshed the Board by
replacing four long-tenured directors with six new independent
directors, including appointing Per Wold-Olsen as Chairman. Mr.
Wold-Olsen and our new directors have been intimately involved in
driving our transformation, and their wealth of highly relevant
experience in international, and in particular European,
cardiovascular and related product launches has been vital.
- Sarissa is NOT the answer. Sarissa has no plan
or new ideas, and its slate of nominees is underqualified to guide
the Company at this critical juncture in our transformation.
We ask you a simple question: Would you rather
have a new and proven team with a clear strategy and a commitment
to increasing shareholder value, or risk distraction, disruption
and ultimately, destruction of the Company's value by a single
shareholder?
Please follow the instructions on the enclosed
WHITE proxy card and vote by telephone, internet
or mail. For ADS holders, the deadline to submit your vote 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.
Scan this QR code to hear directly from our leadership and
submit your questions. We will answer the most frequently asked
questions in the coming weeks.
The NEW Amarin is Successfully
Transforming into a Global, Diversified Cardiometabolic
Player
Today, we are the NEW Amarin. 70% of the executive leadership
team is new, appointed since Mr. Mikhail was named President and
CEO, including a new Chief Financial Officer and head of our
European business. This team has collectively launched more than 25
cardiovascular and related products in over 45 different
markets.
Our Board and leadership team have designed and are executing a
strategy to improve results and drive a new, profitable and
sustainable path forward. We are focused on three key pillars:
geographic expansion, operational and financial excellence and
portfolio diversification. We are making tangible progress – which
started well before Sarissa’s initial investment – and we believe
that our recent results demonstrate that our strategy is working
and has laid the groundwork for a transformational 2023.
- Geographic expansion in Europe and International is
advancing rapidly and on-pace. Despite European
governments facing major macro challenges, Amarin advanced from
having price negotiations with one European market in January 2022
to having VAZKEPA® available in five markets, and in the pricing
negotiation stage in another five markets at the end of 2022.
- We have secured attractive pricing in all markets where we have
launched, which are helpful benchmarks for current negotiations,
offering excellent prospects for revenues in these markets.
- We remain confident that 2023 will be the beginning of strong,
sustainable revenue generation towards $1 billion-plus peak
opportunity in Europe and another potential $1 billion
internationally for VASCEPA/VAZKEPA. We are vigilant about pacing
our European expenditures to maximize the opportunity while
sequencing and scaling investments as needed.
- Outside of Europe, we are pursuing an expansion plan through
partnerships, which will create incremental value as we open
additional markets. We secured six additional international
regulatory approvals during 2022, including Hong Kong, Bahrain,
Puerto Rico, Saudi Arabia, Australia and Switzerland and secured
New Zealand in January 2023. We believe the
international potential beyond Europe also represents a potential
$1 billion peak revenue opportunity, which we are aggressively
pursuing.
- Implemented fundamental changes to U.S. business cost
structure. We reduced our U.S. sales force by 50% in
October 2021, before Sarissa became an investor. In June 2022,
management announced another cost reduction program that has
reduced our U.S. commercial team by approximately 90% from the
level we employed pre-pandemic and before the introduction of
generics. Our leadership team has generated more than $1 billion of
cumulative sales since generics entered our U.S. market. Despite
four generic entrants, Amarin’s U.S. business has maintained
approximately 60% market share, which is unprecedented for any drug
after two years of generic competition. In most cases, branded
pharmaceuticals often lose up to 90% of their market share in the
first 90 days post generic launch.
- Renegotiated supply agreements to reduce purchases and
maximize cash. These renegotiations take time, but we have
made significant progress, which has allowed us to work down our
inventory and generate cash. We ended 2022 with four consecutive
quarters of U.S. revenue stabilization – which speaks to the
strengths and efforts of our core U.S. team to sustain and support
the VASCEPA/VAZKEPA brand. Future cash investments will be
success-driven related to launching sales in new countries.
- Initiated and progressed fixed-dose combination (FDC)
program for icosapent ethyl, which will improve the future
value, penetration and durability of our VASCEPA/VAZKEPA franchise
in Europe. We see significant opportunities
for our FDC portfolio to impact the product lifecycle in the
marketplace. By bringing this program to Europe, we will offer
patients greater convenience and drive increased adherence.
Where is Amarin headed? We are focused on
becoming a global, diversified cardiometabolic player. In Europe,
we expect several new reimbursement decisions and subsequent
launches in key markets to occur in 2023, and we expect to enter 20
markets outside of Europe by the end of 2024. We are at a critical
juncture in our transformation – it is imperative that the right
team and the right Board shepherd us through this period. We are
executing on multiple facets of our strategy, including:
- Emphasizing operational excellence and financial discipline to
timely align spending outside of the U.S. with commercial
opportunities
- Optimizing U.S. profitability
- Growing our Medical Affairs team to build awareness of
VAZKEPA’s benefits and accelerate physician engagement
Your Board Already Has Fresh Perspectives
to Drive Shareholder Value
As the Company began its transformation plan, we knew that our
Board had to dramatically change with Amarin. In October 2021, the
Board engaged a leading independent, global search firm to initiate
a refreshment process. The search firm cast a wide net to identify
independent candidates with the experience to maximize Amarin’s
current opportunities. The process has resulted in the appointment
of six new independent directors since 2022, including Mr.
Wold-Olsen.
We considered more than 30 candidates against clear selection
criteria, including expertise in:
- M&A, global pharma partnerships and business
development
- International healthcare – specifically Europe – including
commercial execution
- Pricing and reimbursement
- Cardiovascular and related product launch experience
- Capital markets and healthcare investments
- Corporate governance
Collectively, your directors have a total of more than
260 years of expertise in these critical areas. Our
substantial corporate governance changes include appointing a new
Chair of the Board and new Chairs of all three Board
committees.
Amarin Board Skills & Expertise |
Number of Amarin Directors |
M&A, Global Pharma Partnerships and Business Development |
7/9 |
International Healthcare |
6/9 |
Pricing and Reimbursement |
7/9 |
Cardiovascular and Related Product Launch |
6/9 |
Capital Markets and Healthcare Investments |
5/9 |
Corporate Governance |
8/9 |
In particular, Per Wold-Olsen, your independent Chairman, is
critical to our success. Per Wold-Olsen is an internationally
recognized pharma executive who served at Merck for more than 30
years and 10 years as a member of Merck’s executive leadership
team. Since his time at Merck, Mr. Wold-Olsen has served as a Board
member of some of the world’s most prestigious pharma companies,
including Gilead Sciences, and is currently Chairman of
Oncopeptides and Chairman of The Great Nordic Company. He also
served as a Board member of Novo Holdings, one of the world’s
largest and premier healthcare investors, and currently serves as
Chair of its Advisory Committee.
We believe Mr. Wold-Olsen has unmatched ability to oversee
growth and transformations, successfully launch new products in the
European market and influence key global health policies – all of
which are critical aspects of Amarin’s business and key focus areas
for the Company today.
Sarissa is NOT the Answer: It Has No
Plan, No New Ideas and Its Director Slate is
Underqualified
Sarissa is tapping into shareholder frustration, but not
providing any answers or plans. Ask yourself: what has
Sarissa specifically proposed to increase shareholder value? The
answer is: Nothing.
Sarissa’s playbook is to try to sell companies. Our Board
understands its fiduciary responsibilities and is certainly open to
considering M&A if a party made a bona fide offer. Our focus is
on driving shareholder value creation through the execution of our
turnaround strategy, which is in the early stages. If, and when,
there is a real opportunity to maximize value for Amarin
shareholders, this Board will not hesitate to do the right thing.
Amarin’s directors have a vested interest in the Company
and are directly aligned with shareholder interests to maximize
value.
Sarissa’s seven candidates, three of whom are Sarissa employees,
collectively lack critical understanding of operating a pharma
company and have minimal experience with European drug launches,
and International commercial expertise.
Contrary to Sarissa’s misrepresentation of the facts, Amarin has
maintained good faith engagement efforts since Day 1. We cannot say
the same for Sarissa.
- We expressed a clear willingness to evaluate director
candidates Sarissa wished to propose. On multiple separate
occasions, Amarin asked Sarissa to share specific names, however
they repeatedly refused and noted “[its] principals intended to
seek representation on the Board.”
- Sarissa waited until shortly prior to Amarin’s 2022 Annual
Meeting to make its initial candidate proposal, consisting of five
of its own employees as director candidates, which would have
constituted a majority of the existing Board. Of note, two of
Sarissa’s original five proposed candidates were junior Sarissa
research analysts with less than five years of work experience,
which highlights their cavalier approach to this campaign and
unfitness of their proposed candidates to guide Amarin’s
transformation.
- Sarissa demanded that at least three of these individuals be
appointed together in a matter of days after the names were
disclosed, asking the Board to abandon corporate governance best
practices and circumvent our Nominating and Corporate Governance
Committee’s established processes for evaluating director
nominations.
- After thoughtfully considering Sarissa’s candidates, the Board
made the unanimous decision to elect the independent candidates
identified by the global search firm. This was a decision we made
with the best interests of all shareholders in mind.
- Mr. Wold-Olsen has offered on numerous occasions to meet with
Sarissa on a regular basis, but Sarissa has chosen not to
respond.
- While Sarissa chose not to share their current slate with the
Board and instead made these nominees public with a proxy contest,
we have offered to interview two of Sarissa’s new nominees with
backgrounds in specific areas we are evaluating as part of our
ongoing refreshment process.
Sarissa’s actions have been disruptive, not
constructive. In the absence of any new ideas, Sarissa will only
disrupt the clear progress underway and risk our ability to deliver
short- and long-term value for you.
We urge you to use the enclosed WHITE proxy
card and vote today “AGAINST” all resolutions to
be proposed at the General Meeting. Please do not vote using any
blue proxy card you may receive from Sarissa. Any vote on the blue
proxy card will revoke your prior vote on a WHITE
proxy card, and only your latest-dated proxy counts.
We have a common goal: transforming Amarin and
increasing the stock price. The current Amarin Board is the right
Board to accomplish this goal at this time.
Thank you for your support.
Per Wold-OlsenChairman of the Board of Directors |
Karim MikhailPresident and Chief Executive Officer |
YOUR VOTE IS IMPORTANT!If you have any questions,
or need assistance in voting your ADS or shares on
the WHITE proxy card, please call our
proxy solicitor: |
Morrow Sodali LLC509 Madison Avenue, 12th FloorNew York, NY
10022Toll-free: 1 (800) 662-5200Collect: 1 (203) 658-9400Email:
AMRN@info.morrowsodali.com |
Okapi Partners LLC1212 Avenue of the Americas, 17th FloorNew York,
NY 10036Toll-free: 1 (844) 343-2625International: 1 (212)
297-0720Email: info@okapipartners.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
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