Amarin Corporation plc (NASDAQ:AMRN) (“Amarin” or the “Company”)
today confirmed receipt of a requisition by Sarissa Capital
Management LP (“Sarissa”) to convene a General Meeting of
Shareholders (the “Special Meeting”). As appropriate, Amarin will
announce the date of the Special Meeting and the record date for
shareholders to vote at the Special Meeting in due course, and
Amarin shareholders are not required to take any action at this
time.
Amarin issued the following statement:
The Company’s preliminary fourth quarter and full year 2022
revenue results provided on January 10, 2023, clearly demonstrate
significant progress associated with the Company’s refocused
operations. The Company has refreshed approximately 70% of its
Board of Directors (“Board”) over the last year, including the
appointment of six highly qualified independent directors and the
transition of four longer tenured directors. The Board refreshment
program has sought to address the changing needs of the Company as
it executes its new growth strategy, adding expertise in financial
governance, international commercialization, global clinical
development and other areas to support the Company’s strategy.
Since Sarissa’s position was made public in November 2021,
Amarin has engaged actively with Sarissa. We continue to question
Sarissa’s persistent demand for, and expected value contribution
from, Board representation, especially in light of the Company’s
financial and operational progress and the ongoing Board
refreshment program. We believe Sarissa’s proxy contest is
misguided, costly and not in the best interest of other Amarin
shareholders at this critical time for the Company. Amarin is
at a strategic inflection as we are achieving favorable European
price and reimbursement decisions, continued stabilization of the
U.S. business and progress our international strategy. We believe
this contest will create significant disruption and cause
considerable harm to the Company’s efforts in driving positive
pricing and reimbursement decisions in Europe, continued
stabilization of the U.S. business and its international strategy
and is detrimental to the Company’s future.
Amarin has made significant progress on its strategic
plan and recent cost savings plan.
The Board and leadership team have been executing its strategy
of becoming a global, diversified, cardiometabolic player, while
demonstrating a stabilization of the Company’s business in the
United States. Recent milestones include:
- Obtained positive pricing and reimbursement decisions in five
European markets: England & Wales, Sweden, Austria, Denmark and
Finland.
- Engaged in active ongoing reimbursement negotiations to
progress in important markets like Spain, Italy, France, and the
Netherlands.
- Secured six international regulatory approvals, including Hong
Kong, Bahrain, Puerto Rico, Saudi Arabia, Australia and
Switzerland.
- Achieved four consecutive quarters of revenue stabilization in
the U.S. business despite additional generic competition.
- Progressed our fixed-dose combination (FDC) program for
icosapent ethyl, including initiating the process to seek
scientific advice from the European Medicines Agency.
- Ended 2022 with approximately $310 million in cash and
investments, with positive cash flow of approximately $4 million in
the fourth quarter of 2022. Amarin’s cash position has improved, in
part, due to swift actions to evolve the supply chain strategy and
amend supplier agreements to align with current and future
demand.Amarin is on track to achieve its goal of $100 million of
cost reductions through mid-2023.
Our preliminary fourth quarter and full year 2022
revenue results highlight the significant progress we are making
across our key priorities, and we continue to achieve our stated
objectives. Most importantly, we have materially
reduced our cash burn levels as we focused on operational
excellence, strengthened our leadership team and laid the
groundwork for a transformational 2023.
Our Board has been overseeing an active and deliberate
director refreshment process that commenced in October of 2021 to
guide the Company’s new strategic direction.
With the assistance of a renowned global search firm, the Board
has appointed six new independent directors within the past year,
representing approximately 70% of the Board. Our new directors –
Per Wold-Olsen, Adam Berger, Erin Enright, Geraldine Murphy, Dr.
Murray Stewart and Chito Zulueta – significantly expand the Board’s
expertise across finance, global healthcare and clinical
development, critical focus areas for the Company’s strategic
objectives. In addition, four longer tenured directors have
retired.
The Board has also made significant changes to its leadership,
including appointing a new Board Chair and naming new Chairs of all
three Board committees.
We have engaged extensively and in good faith with
Sarissa.
Contrary to Sarissa’s statements, shortly after Sarissa’s
position was made public in November 2021, representatives of
Amarin have actively engaged with Sarissa and subsequently followed
up on several occasions. Beginning in early March 2022, members of
the Amarin Board and management team have engaged with Sarissa in
an effort to better understand the firm’s views.
Consistent with our ongoing Board refreshment process and
further to our good-faith engagement with Sarissa, the Board
expressed its willingness to evaluate candidates Sarissa wished to
propose and, on numerous occasions, requested Sarissa share names
of potential candidates. Rather than work constructively with the
Board, Sarissa waited until shortly prior to Amarin’s 2022 Annual
Meeting to then propose five of its own employees as director
candidates, a majority of the Board. Furthermore, Sarissa demanded
that at least three of these individuals be appointed 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 process for
evaluating director nominations.
Notwithstanding, after careful consideration of the Sarissa
nominees and the interests of all shareholders, the Board
identified three of the five candidates as potential candidates for
the Nominating and Corporate Governance Committee to interview and
who were considered alongside independent candidates the Board
identified. Sarissa was kept apprised throughout this process.
Neither Sarissa nor any of its director candidates provided any
suggestions for steps to advance the Company’s business. At no time
during this ongoing process has Sarissa come forward with a
detailed business plan or strategy.
Following a comprehensive interview process, the Board
unanimously determined to appoint Adam Berger and Geraldine Murphy,
who each bring unmatched expertise across investment banking and
healthcare manufacturing, supply chain, P&L management and
commercial strategy. Most recently, the Board appointed Dr. Murray
Stewart as an independent member of the Board, who brings more than
thirty years of cardiometabolic academic and industry experience to
the Board.
The Board is unified and unwavering in its commitment to acting
in the best interests of all shareholders and will continue to take
actions it believes will drive sustainable, short and long-term
value and position the Company for future growth.
The Board will present its formal recommendation regarding
Sarissa’s director nominees in the Company’s definitive proxy
statement and other materials to be filed with the Securities and
Exchange Commission and mailed to all stockholders eligible to vote
at the Special Meeting.
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, including beliefs
about Amarin’s key achievements in 2022 and the potential impact
and outlook for achievements in 2023 and beyond; Amarin’s 2023
financial outlook and cash position; 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; objectives of
Amarin’s 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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