Amarin Corporation plc (NASDAQ: AMRN) (“Amarin” or the “Company”)
today announced that it has mailed a letter to shareholders
addressing the false and misleading statements made by Sarissa
Capital Management and filed an investor presentation with the U.S.
Securities and Exchange Commission 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 letter and investor
presentation can be found at www.voteamarin.com.
The full text of the letter being mailed to shareholders
As we approach the February 28, 2023, General Meeting, you have
an important decision to make regarding the future of your
investment, and we want to ensure you have the facts. The
bottom line is this: We understand your frustration and the stock
price is not where we want it to be either. We agree that
change was needed at Amarin – with a NEW Board, NEW management team
and NEW strategy, we are working hard to turn Amarin around to
drive value for you, our shareholders.
In contrast, Sarissa is attempting to oust our new
Chairman and de facto gain control of the Board with seven
underqualified individuals by distorting the facts and in some
cases, promoting outright misinformation. While Sarissa’s
110-page presentation certainly taps into shareholder frustration,
it conveniently ignores important facts that are critical to
One thing has become clear – Sarissa is willing to say
anything in an attempt to get on the Board. We take our
fiduciary duties to all shareholders, large and small, seriously,
and we understand the responsibility we have to each of you. Here
are Sarissa’s myths vs. the facts:
SARISSA MYTH #1…on Sarissa’s ability to create value in the
Despite Sarissa’s suggestions to the contrary,
appointing Sarissa nominees has been value destructive for
the vast majority of companies that have done so.
- The median total shareholder return (“TSR”) at companies during
the tenure of Sarissa-nominated directors is NEGATIVE
- The companies that Sarissa excluded from its presentation had a
median TSR of a staggering NEGATIVE 59%.1
- In four instances, companies with Sarissa-nominated directors
LOST OVER 75% of their value.1
SARISSA MYTH #2…on M&A
The Board is committed to evaluating any real M&A
opportunity that would maximize value for Amarin shareholders,
including a sale of the Company.
- Not a single one of Sarissa’s nominees for Amarin’s
Board were involved in the sale processes mentioned in their
communications regarding Amarin.
- Sarissa and its founder, Alex Denner, are both currently facing
litigation asserting serious breaches of fiduciary duty related to
one of the sales.
- The Amarin Board specifically added a director – Adam Berger –
who brings extensive M&A experience to be prepared for any
M&A opportunity. Berger has been involved in over 90
sales during his career in investment banking.
SARISSA MYTH #3…on comparing Amarin to The Medicines Company
Sarissa continues to compare Amarin to The Medicines
Company, leading you to believe the same playbook will work here.
The reality is the situation could not be more
For Sarissa to claim that it knows how to navigate the
complex world of European and global drug pricing based on its
involvement in The Medicines Company is deceitful at best.
Unlike Amarin, The Medicines Company at the time of its sale:
- Had not initiated large-scale
commercialization efforts for its lead product.
- Was not facing substantial generic competition
in the U.S. for its lead product. The bulk of the value attributed
by Novartis’s $9.7 billion acquisition of The Medicines Company was
related to this very large U.S. market opportunity.
- Had not yet filed its lead product for
approval in Europe and was not in the most critical stages of
pricing and reimbursement negotiation.
SARISSA MYTH #4…on European launch and reimbursement in
Sarissa has no understanding of the German market and very
limited experience with international operations. Sarissa
conveniently ignores that our stated objective was to launch in up
to six markets in 2022. Amarin launched in five of the six. We are
well on track.
- Amarin started 2022 in the price negotiation stage with
one European market, and by the end of the year,
advanced VAZKEPA® to be fully available in five markets
with another five markets in the pricing negotiation
- Beyond Europe, we secured six additional international
regulatory approvals last year, as well as a
seventh key approval just two weeks ago.
- In Germany, we pivoted quickly, as the price we were offered
was below our cost and would have been a dangerous precedent to set
in the midst of other European launches.
SARISSA MYTH #5…on a subscription model
Sarissa is recycling ideas about subscription models
already considered and rejected by the Amarin Board for
- Population health-based models are not a novel
idea. They have been evaluated by several
companies, including Amarin. They do not benefit all drug
profiles, and they have not been executed across all European
countries (as Sarissa suggests), only the UK.
- VAZKEPA has a very different profile than The Medicines
Company (again, Sarissa’s apparent only example of success) and its
drug Inclisiran. Inclisiran was a late entrant injectable
biologic, which was facing challenges in uptake and penetration due
to its perceived value, cost and route of administration. VAZKEPA,
on the other hand, demonstrated a very positive pharmaco-economic
value for the UK government and is an oral therapy, which supports
uptake by patients and physicians.
- We have already secured a very attractive price in the UK,
compared to all other oral treatment options, which gives us
comparable if not better access than The Medicines
Company’s Inclisiran/LEQVIO has to the UK population with no
additional discounts and no detriment to shareholder value.
SARISSA MYTH #6…on cost savings
Within two months of taking over as CEO, in August 2021,
Karim Mikhail took swift and decisive action to reduce the
salesforce by 50%. This was three months
prior to Sarissa’s initial
- Amarin further reduced its salesforce in June 2022, resulting
in a cumulative reduction of 90%.
- We have delivered savings of $50 million in the second
half of 2022 and are on track to achieve $100 million by mid-2023
as we said we would do.
- We have made substantial progress on supply chain
renegotiations, which reduced supply purchases by $150 million
between the first half of 2022 and second half of 2022.
SARISSA MYTH #7…on Per Wold-Olsen and Karim Mikhail’s purported
working relationship at Merck
Implying that Chairman Per Wold-Olsen and CEO Karim Mikhail
had a close working relationship at Merck is false.
- Per Wold-Olsen left Merck in 2006 and Karim Mikhail left Merck
in 2018. Merck is an enormous company, and
unsurprisingly Mikhail and Wold-Olsen did not have any
direct working relationship at Merck (or any other interactions)
prior to Wold-Olsen joining the Amarin Board.
- Wold-Olsen was identified through the independent search firm,
and Mikhail was in no way involved in the interview and selection
process beyond the typical involvement of a CEO and Board
SARISSA MYTH #8…on General Meeting timeline
Amarin set the meeting date as late as
possible under UK law to provide shareholders the longest possible
amount of time to vote.
- The voting deadlines that Sarissa cites are nothing more than
voting cutoffs set up by the banks and brokers through which most
shareholders hold their shares. In fact, Amarin
unsuccessfully tried to persuade the depositary bank, Citi, to
extend the deadline.
- Sarissa and its advisors are fully aware of these facts. If
Sarissa cannot be trusted to provide you with the truth on simple
proxy voting mechanics, you should question the validity of
its other assertions.
SARISSA MYTH #9…on Board refreshment
Amarin has conducted a comprehensive, independent and
transparent refreshment process.
In its Board refreshment, Amarin:
This refreshment process remains active, and we are open to all
qualified candidates. In fact, we have offered to interview
two of Sarissa’s new nominees, Paul Cohen and Diane
Sullivan, who have backgrounds in specific areas we are evaluating
as part of our ongoing Board refreshment process. Sarissa
has ignored this request following direct outreach from our
Board. Facts about Sarissa’s previous lack of engagement:
- Cast a wide net and interviewed over 30 candidates, including
members of Sarissa’s slate.
- All candidates we have interviewed were brought to us by a
renowned independent search firm.
- Every member of our Board participated in the process.
- In the summer of 2022, despite repeated requests, Sarissa
refused to give Amarin names after telling us for over 10
weeks that they had specific nominees in mind.
- Sarissa demanded that at least three of its original candidates
be appointed in a matter of days after the names were disclosed,
violating basic corporate governance process.
- As part of Sarissa’s original nominations, they proposed two
junior Sarissa research analysts with less than five years of work
experience, which highlights their cavalier approach to
SARISSA MYTH #10…on shareholder communications
We are a new Board that is working to create value for each
and every one of you, and expanding our commitment to engagement is
a part of that. We know we can do even more, and we
- Following our 2022 Annual Meeting, the Board requested a
significant and accelerated deep dive on our investor base to
increase the level of engagement. The Board and management
established a detailed plan, and in 2022 alone, we have created the
foundation for Amarin’s IR program, including:
- Quarterly outreach to over 75 top holders, potential
investors and analysts
- Regular participation at industry conferences
with regular business updates
- Conducting over 200 1x1 meetings
- Responding to hundreds of shareholder
- Amarin is also taking steps to improve engagement with retail
shareholders specifically, which represent a large portion of our
stock, including implementing enhancements to our website to
enhance responsiveness and clarify our messaging.
Amarin’s Board and management team have a clear strategy
to address the major challenges facing the Company today. Sarissa
does not, and they seem willing to say anything to mislead you, our
As a result, we strongly recommend that Amarin shareholders vote
on the WHITE proxy card “AGAINST”
removing our Chairman and “AGAINST” adding
Sarissa’s slate to the Board.
We encourage you to visit our website www.voteamarin.com for
more details on our plan and FAQs.
Thank you for your support,The Amarin Board of Directors
YOUR VOTE IS
If you have any
questions, or need assistance in voting your ADS or shares on the
WHITE proxy card, please call our proxy
Morrow Sodali LLC
Okapi Partners LLC
Madison Avenue, 12th Floor
Avenue of the Americas, 17th Floor
1 (800) 662-5200
Toll-free: 1 (844) 343-2625
International: 1 (212) 297-0720
J.P. Morgan is acting as financial advisor. Ropes & Gray LLP
and Goodwin Procter LLP are acting as legal advisors to the
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.
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
Amarin Contact Information
Investor Inquiries:Lisa DeFrancescoInvestor Relations Amarin
Corporation email@example.com (investor
Media Inquiries:Mark MarmurCorporate Communications, Amarin
Corporation plcPR@amarincorp.com (media inquiries)
Steve Frankel / Andi Rose / Tali EpsteinJoele Frank, Wilkinson
1 Statistics are based on the total stock return of companies
where a Sarissa-affiliated director held tenure as a board member,
from the market date immediately preceding their first date
in-service, to the final date of their service or February 3, 2023.
Companies with Sarissa-affiliated directors include VIVUS, Inc.,
Emmaus Life Sciences, Inc., ARIAD Pharmaceuticals, Inc., Aegerion
Pharmaceuticals, Inc., The Medicines Company, Novelion
Therapeutics, Inc., Bioverativ, Inc., Innoviva, Inc., Regulus
Therapeutics, Inc., Armata Pharmaceuticals, Inc., Ironwood
Pharmaceuticals, Inc., and Alkermes, Plc.
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