AMRN

Amarin Corporation plc (NASDAQ: AMRN) (“Amarin” or the “Company”) today announced that it has mailed a letter to shareholders in connection with the General Meeting of Shareholders urging shareholders to vote “AGAINST” all proposals on the WHITE proxy card. The General Meeting of Shareholders is scheduled to be held on February 28, 2023, and shareholders of record as of January 23, 2023, will be entitled to vote at the meeting.

The Company also released additional videos featuring its Board of Directors, which can be viewed at www.voteamarin.com. The full text of the letter being mailed to shareholders follows:

Dear Shareholder,

At the upcoming General Meeting on February 28, 2023, Sarissa Capital Management is attempting to remove our newly appointed Board Chair, Per Wold-Olsen, and nearly double the size of the Amarin Board with an underqualified slate of seven nominees. This change would dramatically impede momentum that is underway and significantly risk the short- and long-term value of your investment.

Your Board and management team are actively executing a thoughtful and practical strategic plan designed to create value now. This is a NEW Amarin with a NEW Board, a NEW leadership team and a NEW strategy.

We urge you to vote “AGAINST” Sarissa’s harmful proposals on the WHITE proxy card.

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) February 22, 2023, and for holders of ordinary shares, the deadline is 3 PM GMT (10 AM ET) February 24, 2023.

Scan this QR code to hear directly from our Board of Directors about the opportunity we see for Amarin and why you should vote AGAINST Sarissa’s proposals. We also encourage you to submit your questions and we will answer the most frequently asked questions in the coming weeks.

The Change Agents Amarin Needs Are Already Here

When we embarked on our Board refreshment process in October 2021, we did so with one goal: recruit individuals with a specific set of skills to shape Amarin’s new strategy and support its execution – and we have done it. The Amarin Board now consists of nine directors – six of whom were appointed in the last year. We have also completely refreshed our Board leadership structure – appointing Mr. Wold-Olsen as Chairman of the Board and Chair of Amarin’s Renumeration Committee, Erin Enright as Chair of Amarin’s Audit Committee and Adam Berger as Chair of Amarin’s Nominating and Corporate Governance Committee.

We will continue to take proactive, decisive actions to transform Amarin and better position the Company to succeed and drive value. The refreshed Board, alongside the new management team, has contributed to substantial progress in a short period of time across all facets of the business – strategic, operational and financial. These efforts are reflected in Amarin’s performance in 2022 and early 2023, including:

• Secured six international regulatory approvals in 2022 and regulatory approval in New Zealand in January 2023
• Obtained attractive reimbursement and pricing in five European countries and advanced five additional European markets to pricing negotiation
• Delivered four consecutive quarters of U.S. revenue stabilization
• Implemented $100 million annual cost savings plan in mid-2022, which has delivered actual savings of $50 million in the second half of 2022 and on track to achieve $100 million by mid-2023
• Initiated and progressed initial fixed-dose combination program for icosapent ethyl, which will improve the future value, penetration and durability of our VASCEPA®/VAZKEPA® franchise in Europe

Per Wold-Olsen’s Experience and Leadership are Critical to Amarin’s Transformation

Since Mr. Wold-Olsen’s appointment to the Board in January 2022 and subsequently his appointment as Chairman in May 2022, he has demonstrated steadfast leadership and his contributions to Amarin have been far-reaching:

• Providing critical oversight and assistance in navigating European pricing negotiations, which has led to five favorable pricing outcomes
• Recognizing the need for cost containment, which led to a comprehensive cost savings plan that is well on-track
• Emphasizing the importance of a new and purpose-built Board for Amarin’s transformation, which has resulted in a nearly 70% refreshed Board in the past year
• Working closely with President and CEO Karim Mikhail and the rest of the Board to advance and refine our new strategy

Mr. Wold-Olsen is one of the most well-respected international healthcare executives in the world with a demonstrated ability to transform companies, and his track record of successful product launches is undisputed. During Mr. Wold-Olsen’s 30-year tenure at Merck, he:

• Oversaw multiple global launches of multi-billion-dollar products, including ZOCOR, FOSAMAX, VASOTEC, COZAAR AND VIOXX
• Initiated critical regulatory filing strategies for new products in Europe that resulted in accelerated launches and significant strategic benefits
• Doubled the European business’ revenue
• Maintained profitability during a time of extensive patent cliffs
• Restructured the EMEA Eastern Europe business and grew sales six-times
• Built several landmark studies that served as key drivers of the company’s strategy to demonstrate clinical endpoint in large-scale outcomes trials

He has extensive governance experience from a number of prestigious pharmaceutical companies:

• Chairman of H. Lundbeck – transformed the Company’s go-forward strategy, implemented Board and CEO transitions and restructured executive compensation program
• Director of Gilead Sciences – oversaw asset acquisitions and global launch strategies of numerous Hepatitis C products resulting in an industry all-time revenue generation record and helped oversee the continued evolution of the Company’s HIV combination and commercial success of a multi-billion franchise
• Chairman of Oncopeptides – built and downsized the Company’s U.S. organization over 12 months, following the loss of continued commercialization opportunity
• Chairman of the Great Nordic Company – led the transformation of the Company from near bankruptcy in 2008 to being a global innovation leader today
• Chairman of the Advisory Committee of Novo Holdings, one of the world’s largest healthcare investors

Our Board Has the Expertise Amarin Needs; Sarissa’s Slate Does Not Offer the Skills Amarin Needs

Amarin is at a critical inflection point. Now, more than ever, we must remain focused on driving positive pricing and reimbursement decisions in Europe, continuing to stabilize the U.S. business, advancing our international strategy and progressing on our FDC program.

As we continue our work, our Board refreshment process remains active. We are open to all qualified candidates and have offered to interview two of Sarissa’s new nominees with backgrounds in specific areas we are evaluating as part of our ongoing Board refreshment process. The newly refreshed Amarin Board has put the Company on a solid path on which management is executing. Amarin's new strategy is taking root and deserves another year to prove the value it is creating. Sarissa and its candidates have not put forth any plan to deliver value.

The Board continues to look to augment its skillset with strong experience in cardiology and commercial execution. As we evaluate candidates who have those skills, we offered to interview two of Sarissa’s nominees, Paul Cohen, MD and cardiologist, and Diane Sullivan, who has some experience with commercial launches. Sarissa has indicated that any engagement is predicated on shareholder representation. We are here to build the best Board possible to generate value for all shareholders – shouldn’t that be Sarissa’s goal too? Sarissa’s other candidates do not provide incremental industry or public company expertise beyond the Board’s current makeup to help oversee Amarin’s execution. This is why we recommend that Amarin shareholders vote against adding Sarissa’s slate to the Board.

Your Vote is Important – Help Ensure Amarin’s Continued Momentum

Our refreshed Board is best equipped to guide the NEW Amarin. Our highly relevant experience in international, and in particular European, cardiovascular and related product launches has been vital to Amarin’s early success. Do not let Sarissa derail Amarin’s positive trajectory by replacing your Chairman and appointing its hand-picked, underqualified nominees. We do not believe the changes to the Board proposed by Sarissa are warranted or in the best interests of all shareholders at this time.

Protect the value of your investment and vote the WHITE proxy card today “AGAINST” all of Sarissa’s resolutions.

Thank you for your support,The Amarin Board of Directors 

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 LLC	Okapi Partners LLC
509 Madison Avenue, 12th Floor	1212 Avenue of the Americas, 17th Floor
New York, NY 10022	New York, NY 10036
Toll-free: 1 (800) 662-5200	Toll-free: 1 (844) 343-2625
Collect: 1 (203) 658-9400	International: 1 (212) 297-0720
Email: AMRN@info.morrowsodali.com	Email: 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