UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant ☐
Filed by a party other than the Registrant ☒
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement |
| ☐ |
Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ |
Definitive Proxy Statement |
| ☒ |
Definitive Additional Materials |
| ☐ |
Soliciting Material under § 240.14a-12 |
Amarin Corporation plc
(Name of Registrant as Specified
In Its Charter)
Sarissa Capital
Catapult Fund LLC
Sarissa Capital
Hawkeye Fund LP
ISP Fund
LP
Sarissa Capital
Offshore Master Fund LP
Sarissa Capital
Master Fund II LP
Sarissa Capital
Athena Fund Ltd
Atom Master
Fund LP
Sarissa Capital
Fund GP LP
Sarissa Capital
Fund GP LLC
Sarissa Capital
Offshore Fund GP LLC
Sarissa Capital
Management GP LLC
Sarissa Capital
Management LP
Alexander J.
Denner, Ph.D.
Patrice
Bonfiglio
Paul Cohen,
M.D.
Mark DiPaolo
Keith L. Horn
Odysseas Kostas, M.D.
Louis Sterling
III
Diane E. Sullivan
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ |
No fee required |
| ☐ |
Fee paid previously with preliminary
materials |
| ☐ |
Fee computed on table in exhibit required
by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
This filing contains a press release issued on February 1,
2023 by Sarissa Capital.
SARISSA CAPITAL URGES AMARIN SHAREHOLDERS TO VOTE THE BLUE CARD BY
FEBRUARY 22 TO FIX AMARIN FOR THE BENEFIT OF SHAREHOLDERS
Vote the Blue Card “FOR” the appointment of the Sarissa Nominees to
the Board
Vote the Blue Card “FOR” the Removal of Chairman Per Wold-Olsen
from the Board
Greenwich, CT, February 1, 2023 – Sarissa Capital Management LP
(“Sarissa”) today issued the following letter to fellow
shareholders of Amarin Corporation plc (NASDAQ: AMRN):
Dear
Fellow Amarin Shareholders:
Amarin
shareholders face an important decision at our upcoming shareholder
meeting. Amarin has an incredibly valuable asset in
Vascepa/Vazkepa, a drug that can meaningfully reduce cardiovascular
events in patients and save significant resources for health
systems worldwide. The value of Vascepa, however, has been wasted
by the company due to mismanagement and poor capital allocation
decisions.
In 2022 alone, Amarin’s stock declined over 64%, wiping out more
than $840 million of shareholder value.*
Sarissa is
one of the largest shareholders at Amarin because we, like you,
believe in Vascepa and its potential. Sarissa has a track record of
creating significant shareholder value in healthcare companies,
including in the cardiovascular space with The Medicines Company.
Perplexingly, the company refuses to add us to the board even
though the company acknowledges that change is necessary.
We are
seeking to remake the board by removing Chairman Per Wold-Olsen and
adding shareholder representatives who we believe will help
maximize shareholder value. Our slate, including Sarissa candidates
that helped turn around The Medicines Company until its ultimate
sale for nearly $10 billion, has the qualifications and the
experience to help guide Amarin through this critical period. Most
importantly, our candidates will work collaboratively with the
company to ensure that Amarin is run for the benefit of
shareholders.
VOTE THE
BLUE CARD “FOR” THE ELECTION OF THE SARISSA NOMINEES AND “FOR” THE
REMOVAL OF CHAIRMAN PER WOLD-OLSEN BEFORE THE DEADLINE TO VOTE –
10:00 A.M. NEW YORK TIME ON FEBRUARY 22, 2023. INTERNET AND TELEPHONE VOTING MUST BE
COMPLETED NO LATER THAN 11:59 PM NEW YORK TIME ON FEBRUARY 21,
2023.
Under the current regime, Amarin’s mismanagement has led to
tremendous destruction of shareholder value.
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In 2022,
Amarin’s stock price declined over 64%, wiping out more than $840
million of shareholder value.*
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In June
2022, Amarin was 6 months late to announce cost cuts in the US
despite the market disruption by the expected entrant of a third
generic. The result was an immense but avoidable destruction of
shareholder capital.
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Almost two
years after Vazkepa was approved in Europe, investors still have
little visibility into future European revenues.
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Management
could not obtain approval in Germany for Vazkepa reimbursement even
though Germany could save a significant portion of the >€28
billion that it spends annually on cardiovascular disease with the
use of Vazkepa.†
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Investors
just learned from a recent slide presentation that the launch in
France, another key market, may be delayed until 2024, approximately 3 years after European
approval.
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In 2022,
the company promised to launch in up to “six key European markets”
(only launched in five, of which only one is a major market, namely
the UK) and obtain pricing and reimbursement in up to eight
European markets (only secured 5, of which only 3 were national
reimbursements).
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Despite
these blunders, Amarin has the audacity to state publicly, “the
Company made solid progress in 2022, against its strategic
objectives.”
VOTE THE
BLUE CARD “FOR” THE ELECTION OF THE SARISSA NOMINEES AND “FOR” THE
REMOVAL OF CHAIRMAN PER WOLD-OLSEN BEFORE THE DEADLINE TO VOTE –
10:00 A.M. NEW YORK TIME ON FEBRUARY 22, 2023. INTERNET AND TELEPHONE VOTING MUST BE
COMPLETED NO LATER THAN 11:59 PM NEW YORK TIME ON FEBRUARY 21,
2023.
We
believe Chairman Per Wold-Olsen is a significant source of Amarin’s
problems and has guided the board to be hostile to
shareholders.
We first
approached the company in March 2022 and shortly thereafter
expressed a desire for board representation. In our discussions, we
explained to Chairman Wold-Olsen and others how our efforts at The
Medicines Company, another cardiovascular disease company, led to a
resounding success for shareholders, and how lessons from our
experience are very relevant to Amarin.
Chairman
Wold-Olsen indicated that we should participate in the board’s
ongoing “board refreshment process” if we sought board
representation. Notably, our input was never sought at any point
in this ongoing “board refreshment process” despite our being one
of the largest owners of the business and our track record of
creating shareholder value through board representation, including
in the cardiovascular space. We gave the board the benefit of
the doubt and did not run a slate at last year’s annual meeting of
shareholders. We simply announced that we would abstain from voting
at the meeting while we continued to discuss board representation
with the company.
The
outcome of that annual meeting was remarkable. Without any public
solicitation against the board at all, nearly 50% of all votes cast
were either votes against the Amarin board or abstentions. We hoped
that this loud and clear referendum of shareholders, the owners of
the company, would require the company to add shareholder
representatives to the board.
Our
subsequent participation in the “board refreshment process” was
sobering. Even though we are one of the largest shareholders with
deep expertise, Chairman Wold-Olsen did not offer an honest path to
board representation but instead ran a dawdling process that
rejected the benefits of shareholder oversight.
Ultimately, after a
>15-week “process”, Chairman Wold-Olsen informed Sarissa that
the board would not add ANY Sarissa representatives and that they
did not view our experience or perspectives as worthy of board
representation. We believe the following red flags pertaining to
Chairman Wold-Olsen were uncovered during this purported
“process”:
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Chairman
Wold-Olsen was running a board refreshment process that was not
legitimate. He obstructs shareholder representation and oversight
on the board. Other directors even told us that our candidacy was
“up to Per,” who was not even a member of Amarin’s nomination and
governance committee.
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Chairman
Wold-Olsen was an apologist for CEO Karim Mikhail and was not a
proponent of accountability to shareholders. Despite the
significant decline in Amarin’s stock value, Per told us that Karim
should be applauded for his efforts.
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Chairman
Wold-Olsen stated that we should not have been surprised that
Amarin failed to reach an agreement on price with Germany, even
though Karim had previously emphasized the importance of Germany to
the European launch, expressed optimism on Germany, and spent
significant shareholder money fielding 150 sales representatives in
the country.
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Chairman
Wold-Olsen astonishingly shared his view that only a shareholder
who owned >20% of a company potentially should be offered ONE
board seat.
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Chairman
Wold-Olsen dismissed the overwhelming shareholder referendum
against the board at last year’s annual meeting of shareholders as
only the vote of a “retail” shareholder base. “Retail” shareholders
are owners of Amarin and are entitled to have their voices
heard.
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Through
advisors, Chairman Wold-Olsen has recently asked to interview two
of Sarissa’s nominees due to the “profile” or “experience” of those
candidates. Sarissa agrees that its nominees are excellent and
would be great additions to the Amarin board, but it is astounding
that Per and the Amarin board are
adamant to keep Sarissa principals and other shareholders out of
the boardroom.
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We believe
Chairman Wold-Olsen does not want shareholders on the board who
will hold management accountable for their missteps. Per’s continuing rejection of shareholder
representation raises many questions about Per and the Amarin
board, particularly after a vote of no confidence by shareholders
at last year’s annual meeting. How can Amarin conduct a
prolonged board refreshment process and not seek the input of one
of its largest shareholders? How can shareholder perspectives not
be beneficial to the board? What are they trying to hide? These
questions remain alarmingly unresolved.
VOTE THE
BLUE CARD “FOR” THE ELECTION OF THE SARISSA NOMINEES AND “FOR” THE
REMOVAL OF CHAIRMAN PER WOLD-OLSEN BEFORE THE DEADLINE TO VOTE –
10:00 A.M. NEW YORK TIME ON FEBRUARY 22, 2023. INTERNET AND TELEPHONE VOTING MUST BE
COMPLETED NO LATER THAN 11:59 PM NEW YORK TIME ON FEBRUARY 21,
2023.
We
believe Amarin is attempting to thwart shareholders from voting at
the upcoming General Meeting, but Sarissa remains undeterred in its
support of shareholder interests.
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Amarin
disclosed that preventing one of its largest shareholder from
obtaining representation on the board is so important that it has
already wasted more than $4 MILLION of the company’s precious
capital and is planning to waste over $7 MILLION in total of
shareholder money to keep us off the board.
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Amarin’s
board set the record date for voting at the General Meeting but
failed to timely disclose that record date publicly. On January 27,
2023, Amarin informed shareholders that they had previously
established the record date of January 23, 2023. We believe the
board informed shareholders of the record date weeks after they had
established it in order for shareholders to have difficulty voting
their shares.
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Amarin
decided that if shareholders vote to keep Chairman Wold-Olsen on
the board and all 7 of our candidates are elected, then the last
candidate on our alphabetically sorted list would not be seated due
to lack of vacancies. We pressed Amarin that the selection of
directors should be determined thoughtfully by shareholders (i.e.,
the candidate with the lowest vote total should not be seated) and
not by the arbitrary order of candidates’ last names. The Amarin
board rejected our approach and revealed the arbitrariness of their
decision-making processes.
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Amarin
shortened the solicitation period, making it difficult to have all
votes counted. Although the meeting date is February 28, 2023,
Amarin’s board decided that votes
must be received no later than 10:00 a.m. New York time on February
22, 2023 (and in fact,
internet and telephone voting must be completed no later than
11:59 p.m. New York time on February 21, 2023). The
company refuses to rectify its shareholders engagement issues (up
to 50% of the shareholder votes were not counted at the last
meeting). We believe the company is attempting to shorten the proxy
period, hoping votes of frustrated shareholders are not
counted.
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In our
opinion, Amarin will never see its true potential under the current
regime and with Per Wold-Olsen as chairman.
We urge
all shareholders to stand up for change and vote the BLUE card
“FOR” the election of the Sarissa Nominees and “FOR” the removal of
Chairman Per Wold-Olsen prior to the deadline of 10:00 a.m. New York time on February 22,
2023. INTERNET AND
TELEPHONE VOTING MUST BE COMPLETED NO LATER THAN 11:59 PM NEW
YORK TIME ON FEBRUARY 21, 2023.
We look
forward to continuing our engagement with our shareholders in the
coming weeks. Thank you for your continued support.
Sarissa
Capital Management LP
*
Calculated from end of day 12/31/2021 to 12/30/2022. Source:
Bloomberg
† European Cardiovascular Disease Statistics 2017
edition
If you
have any questions regarding your BLUE proxy card or need
assistance in executing your proxy card, please contact:
D.F. King & Co., Inc.
Shareholders call Toll-Free: (800) 331-7024
All Others
Call: (212) 269-5550
Email:
AMRN@dfking.com
#FreeAmarin
Additional Information
Sarissa
Capital Management LP (“Sarissa Capital”), together with other
participants, filed a definitive proxy statement and an
accompanying blue proxy card with the SEC on January 31, 2023, in
connection with the solicitation of shareholders of Amarin
Corporation plc (the “Company”) at the general meeting of the
Company for the election of Sarissa Capital’s slate of
highly-qualified nominees (the “General Meeting”). Shareholders are
advised to read the definitive proxy statement and other relevant
documents related to the General Meeting as they contain important
information.
The
definitive proxy statement and other relevant documents are
available at no charge on the SEC’s website at www.sec.gov. The
definitive proxy statement and other relevant documents are also
available at no charge by directing a request to Sarissa Capital’s
proxy solicitor, D.F. King & Co., Inc., 48 Wall Street, New
York, New York 10005 (Shareholders can call toll-free: (800)
331-7024).
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Contact: |
Jean
Puong
Sarissa Capital Management LP
info@sarissacap.com
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