Alexander J.
Denner, Ph.D.
Paul Cohen,
M.D.
Mark DiPaolo
Keith L. Horn
Odysseas Kostas, M.D.
This filing contains a press release issued on January 18,
2023 by Sarissa Capital.
Sarissa Capital
Calls Out Amarin’s Sham Board Refreshment
Sarissa puts little faith in
Chairman Per Wold-Olsen’s board refreshment process that resulted
in NO SHAREHOLDER
REPRESENTATIVES ON THE BOARD
Sarissa believes the board’s
refusal to consider shareholder input on the board despite Amarin’s
failures indicates the current board
does not prioritize interests of
shareholders
Greenwich, CT, January 18, 2023 –
Sarissa Capital Management LP (“Sarissa”) today made the following
statement on Amarin Corporation plc (NASDAQ: AMRN):
In 2022 alone, Amarin stock lost over two-thirds of its value,
and shareholders lost over $840 million in equity.* The European
launch is behind schedule, reimbursement in Germany (typically one
of the largest markets in Europe) appears imperiled, and spending
mismanagement has weakened the cash coffers. Yet the board has the
audacity to state publicly, “the Company made solid progress in
2022, against its strategic objectives.” To shareholders, the
owners of the company, these statements are gravely concerning
because they reflect a total lack of understanding of events and
the mission of the board and management – to maximize value for
shareholders. To do so, the company must not destroy value.
Indeed, Amarin has repeatedly overpromised and underdelivered.
Below are three of many examples.
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Vascepa is a great drug with the potential to have a
meaningful impact on society. However, since the label expansion
for cardiovascular risk reduction, Amarin stock has lost over 90%
of its value.†
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Last year, management committed to launching in up to six key
European markets and obtain pricing and reimbursement approval in
up to eight European markets in 2022. They launched
and secured positive pricing and reimbursement decisions in
only five European markets. In addition, despite the novel drug’s
ability to reduce cardiovascular events and its significant
potential to reduce a country’s healthcare costs, Amarin could not
secure reimbursement approval in Germany, a historically top
revenue generating country for pharmaceuticals in Europe.
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Amarin’s slow, reactive responses to changing market dynamics
have destroyed significant shareholder capital. An alarming example
from 2022 is Amarin’s slow response to the US launch of a third
generic in January 2022 that quickly and meaningfully reduced sales
via both price and volume. Instead of having a plan ready to enact
immediately in response to the long anticipated generic risk,
Amarin waited six months, until June 2022, to announce a major
reduction in expenses. In that time, significant shareholder
capital – and additional credibility of management and the board –
were destroyed.
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In June 2022, shareholders loudly expressed their lack of
faith in the board and management at the shareholder meeting.
Shareholders such as ourselves share the concern, among many
concerns, that the current management and board will continue to
overpromise and underdeliver and destroy shareholder capital,
mismanage expenses, run out of money and massively dilute existing
shareholders.
Characterizing the board’s interaction with Sarissa as “in
good faith” is a gross misrepresentation of the facts. The board,
led by Chairman Per Wold-Olsen, showed no sense of urgency in
interviewing shareholder candidates for the board and took fifteen
weeks to interview three Sarissa candidates. A few of the directors
acknowledged following Chairman Per Wold-Olsen’s lead and that the
time to interview directors was unnecessarily lengthy. His
insistence on a lengthy process confused the duration with quality
of process, and ultimately the board rejected adding any
shareholder representatives to the board in favor of their own
candidates. Shareholders are the owners of the company with a
vested interest in the company’s success. Yet the board is devoid
of any shareholder representatives.
Sarissa is Amarin’s largest shareholder and has a history of
creating significant shareholder value in healthcare companies,
including those with cardiovascular drugs such as The Medicines
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.
As detailed in our previous press release††,
Sarissa has submitted notice to Amarin to call a special meeting to
remove Chairman Per Wold-Olsen from the board and add 7 directors
to the board. In accordance with UK law, Amarin has up to 21 days
to call the special meeting, which must be held within 28 days of
calling the special meeting. We are asking all shareholders to
remain engaged and voice their opinions by voting at the special
meeting.
Many shareholders have reached out asking us how to vote at
the special meeting, and we will provide instructions in the coming
weeks and ahead of the meeting.
*Calculated between Dec 31, 2021, and Dec 30, 2022,
Bloomberg
†Calculated between Dec 13, 2019, and Jan 13, 2023,
Bloomberg
††Press release link:
https://www.businesswire.com/news/home/20230109005938/en/Sarissa-Capital-Submits-Notice-to-Call-a-Special-Meeting-of-Amarin-Shareholders-to-Add-Directors-and-Remove-Chairman-Per-Wold-Olsen
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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:
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Sarissa Capital
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25,210,000
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Offshore
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6,188,100
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Master II
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342,600
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Athena
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3,164,000
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Catapult
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4,298,200
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Hawkeye
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3,928,800
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ISP
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6,663,377
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Atom
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624,923
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Management GP
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25,210,000
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Offshore GP
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9,694,700
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Fund GP LP
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17,921,700
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Fund GP LLC
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17,921,700
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Dr. Denner
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25,210,000
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| Contact: |
Jean Puong
Sarissa Capital Management LP
info@sarissacap.com
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