Leading Independent Proxy Advisory Firm Glass Lewis Recommends that Amarin Shareholders Vote “AGAINST” All of Sarissa’s Proposals
February 13 2023 - 7:47PM
Amarin Corporation plc (NASDAQ: AMRN) (“Amarin” or the “Company”)
today announced that leading independent proxy advisory firm, Glass
Lewis & Co (Glass Lewis) has recommended that shareholders vote
“AGAINST” all of Sarissa’s proposals at the Company’s General
Meeting to be held on February 28, 2023.
In its February 13, 2023, report, Glass Lewis recognized that
significant changes have already been made at Amarin over the last
18 months and noted Sarissa has failed to make a compelling case to
warrant the board changes it seeks at the Company at this time.
Glass Lewis stated1:
- “…the Company appears to us to be making meaningful strides in
its pivot towards international markets after having lost its
patent protection for VASCEPA in the U.S. several years ago. To
facilitate this new international-focused strategy, the Company’s
board and management team have undergone significant overhauls over
the past two years...”
- “Mr. Wold-Olsen appears to us to have significant and
relevant healthcare experience, given his three-plus
decades of experience in various executive roles at Merck (from
1974 to 2006), as well as his prior directorships at large
publicly-traded biotech/pharma firms (Chair of the supervisory
board of H. Lundbeck from 2007 to 2011, and director of Gilead
Sciences from 2010 to 2021).”
- “In our view, the significant degree of board and executive
refreshment at the Company constitutes a reasonable response by the
board to what seemingly may have been a protest vote by a sizeable
portion of the Company’s shareholders at the 2022 AGM.”
- “However, [Sarissa’s] slate of nominees appears to us to be
mostly devoid of individuals with applicable
commercialization backgrounds. Instead, [Sarissa] has put
forth a slate that is heavily weighted towards individuals with
backgrounds in finance and investments, which we consider to be
redundant to several of the Company’s recently-appointed
independent directors.”
- “In the months leading up to this proxy contest, [Sarissa] had
been pressing for the Company’s board to appoint at least three of
[Sarissa’s] employees, a number that would constitute at least 20%
of the potentially enlarged board, which we believe is
excessive relative to [Sarissa’s] current 6% equity stake in the
Company.”
- “…if all of [Sarissa’s] proposals are approved, the Company
would have a 15-member board, seven of whom (approximately 47%)
would comprise [Sarissa’s] Nominees.”
- “We believe a board size of 15 directors at the Company would
simply be excessive here.”
In commenting on Sarissa’s lack of plan or new ideas for Amarin,
Glass Lewis stated:
- “To date, and to the best of our knowledge, [Sarissa] has not
publicly outlined its views regarding the Company’s resulting board
size if all of the proposals at this meeting are approved.”
- “…the only meaningful suggestion [Sarissa] has made is for
Amarin to evaluate a subscription model for VASCEPA/VAZKEPA, with
Sarissa citing the successful implementation of such a model at The
Medicines Company as its supporting argument. While we acknowledge
there are parallels between the companies, in our view the
board has highlighted notable differences between the two
firms that may point to a subscription-based pricing model being
less relevant, or not optimal, for Amarin going
forward.”
- “When we pressed [Sarissa] to respond to the foregoing
arguments [subscription model] by the Company, [Sarissa] alluded to
the possibility that the Company and Germany could perhaps
negotiate certain novel approaches to offset the relevant price
loss. However, in the absence of more specific detail, we
cannot ascertain whether [Sarissa’s] proposed approach would truly
be more value additive, much less actionable, compared to the
Company’s current approach.”
In commenting on Sarissa’s deliberate distorting of Amarin’s
growth objectives, Glass Lewis stated:
- “However, after review, we believe [Sarissa] is
mischaracterizing the Company’s prior forecast to some extent.
Specifically, [Sarissa] appears to us to be framing the
Company’s projections as if the Company had established a
firm number of European countries where pricing and market launches
would be achieved. However, in actuality, the Company had specified
the upper limits of the number of European markets where such
progress could have occurred.”
- “Notwithstanding the foregoing, we believe appropriate context
needs to be given to the situation in Germany, as we recognize the
Company’s inability to obtain pricing in that market may have been
attributed in larger part to factors outside of the Company’s
control.”
Commenting on Glass Lewis’s recommendation, the Amarin Board of
Directors (the “Board”) issued the following statement:
The recommendation from Glass Lewis to vote against Sarissa’s
harmful proposals and against removing our Chairman, Per
Wold-Olsen, reaffirms that the current Amarin Board is best
equipped to guide the Company’s new transformation plan, with the
expertise necessary to drive near- and long-term value for
shareholders.
As Glass Lewis recognizes, Amarin today is a profoundly
different company than it was 18 months ago. The Board has been
reconstituted with approximately 70% new independent directors
appointed in 2022. This Board has taken meaningful and proactive
action to get the Company on solid footing, improve operational and
financial results and instill a purpose-built Board and leadership
team.
We are pleased that Glass Lewis agrees that changing the Amarin
Board is not warranted. Sarissa’s campaign is nothing more than a
transparent attempt to de facto gain control of the Amarin Board by
removing our new Chairman and installing seven underqualified
individuals. Sarissa has failed to present a single actionable or
new idea, and Glass Lewis has recognized that its slate of nominees
is not only underqualified but represents significant risk at a
critical juncture in Amarin’s transformation. Throughout this
unnecessary and costly proxy contest, Sarissa has demonstrated just
one thing: that it has absolutely no understanding of Amarin’s
business or the markets in which we operate.
At a time when Amarin needs to be laser focused on execution,
nearly doubling the size of the Board with underqualified
individuals will impede progress and be detrimental to shareholder
value. We strongly urge shareholders to follow Glass Lewis’
recommendation and vote “AGAINST” Sarissa’s
harmful resolutions on the WHITE proxy card
today.
Amarin reminds shareholders that every vote is important, no
matter how many or few shares it represents. Shareholders are urged
to discard any blue proxy materials and to only vote using the
WHITE proxy card. Shareholders can switch their
vote at any time by simply voting on the WHITE
proxy card “AGAINST” all of Sarissa’s harmful
proposals. Only the latest-dated proxy counts.
Amarin shareholders of record as of January 23, 2023, are
entitled to vote at the General Meeting.
Amarin shareholders who need assistance in voting their shares
may call Amarin’s proxy solicitors, Morrow Sodali at (800) 662-5200
(toll-free) or (203) 658-9400 (collect) or Okapi Partners at (844)
343-2625 (toll-free) or (212) 297-0720 (international).
Additional materials regarding the Board of Directors’
recommendations for the General Meeting can be found at
www.voteamarin.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
1 Permission to use quotes neither sought nor obtained. Emphasis
added.
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