Sarissa Capital Has Commenced the Process to Call a Special Meeting of Amarin Shareholders to Remove and Replace Certain Board Members
11 October 2022 - 10:30PM
Business Wire
Sarissa believes Amarin risks destroying
additional shareholder value unless Sarissa representatives are
immediately added to the board
Amarin board’s governance process lacks urgency
and disregards shareholder vote at annual meeting
Sarissa Capital Management LP (“Sarissa”) today made the
following statement regarding its ongoing discussions with Amarin
Corporation plc (NASDAQ: AMRN) regarding board representation:
Amarin’s board seems to be trying to outdo the misguided
leadership of the Roman Emperor Nero who played his lyre while Rome
was engulfed in flames. Their “imperial” attitude and inaction is
the problem. We, along with all shareholders, must try to fix the
company.
This year alone, Amarin shareholders have lost over $850 million
as the stock has fallen 64% year to date.* Since the annual
meeting, at which we believe shareholders loudly voiced their
concerns with leadership and the direction of the company, Amarin’s
stock has fallen 38% and shareholders have lost over $280 million.†
Notably, at the annual meeting, nearly half of votes by
shareholders for directors up for re-election this year, which
included those in leadership roles, were “against” or
“abstentions.”
Sarissa, the largest shareholder of Amarin and a sophisticated
institutional investor with a long history of shareholder value
creation in healthcare companies, wants to help restore lost value
and guide the company through this critical period. We fear that
the continued mismanagement of the business will result in further
permanent destruction of shareholder value. We believe Amarin’s
current trajectory risks the company running out of cash and will
result in the need to raise capital at a terrible valuation,
severely diluting existing shareholders and further destroying
shareholder value.
As we have heard from many shareholders, Amarin appears to not
share our collective sense of urgency. Sarissa has discussed with
the company adding shareholder representatives to the board for
many months, but the board appears to be running a dawdling process
that seems to ignore the critical period facing the company. Even
after the clear and loud vote by shareholders in June, the
directors on Amarin’s board took more than twelve weeks to
interview Sarissa board candidates, seemingly unable to prioritize
the company over their summer schedules while destroying further
shareholder value. The drawn-out process appears to us to embody
the company’s lackadaisical and reactive management of shareholder
capital.
We cannot stand idly by as the board and management continue to
risk destroying further shareholder value and potentially make the
business increasingly unsalvageable. Sarissa has a history of
helping struggling healthcare companies, including in the
cardiovascular space, such as The Medicines Company. In order to
turn the company around, we believe Sarissa representatives must be
added to the board immediately. Although we will continue our
discussions with the company, we have commenced the process to call
a special meeting of shareholders to remove and replace certain
Amarin directors who we believe do not serve the interest of
shareholders. We hope that this process will ultimately be
unnecessary and that the board will act swiftly to appoint our
representatives to the board. However, given how reactive and drawn
out the board process has been to date, we have little optimism
that the board will now act with necessary and sufficient
urgency.
*Calculated from end of day 12/31/2021 to 10/10/2022. Source:
Bloomberg †Calculated from end of day 6/27/2021 to 10/10/2022.
Source: Bloomberg
###
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Sarissa Capital Management LP (“Sarissa Capital”), together with
the funds and other private investment vehicles for which Sarissa
Capital acts as the investment advisor (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
(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 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 anticipated participants in the proxy solicitation include
Sarissa and Dr. Alexander J. Denner, the Chief Investment Officer
of Sarissa Capital and the ultimate general partner of Sarissa
Capital.
As of the date hereof, Sarissa and Dr. Denner may be deemed to
beneficially own 24,000,000 ordinary shares, 50 pence par value per
share, of the Company.
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version on businesswire.com: https://www.businesswire.com/news/home/20221011005498/en/
Jean Puong Sarissa Capital Management LP info@sarissacap.com
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