ARIAD Enters into Settlement Agreement with Sarissa Capital Management
April 29 2015 - 7:00AM
Business Wire
ARIAD Pharmaceuticals, Inc. (NASDAQ:ARIA) today announced that
it has reached an agreement to settle its current proxy contest
with Sarissa Capital Management. In addition, ARIAD’s founder,
Harvey J. Berger, M.D., has informed the Board of Directors of his
decision to retire as chairman and chief executive officer (CEO)
upon appointment of his successor or December 31, 2015, whichever
is earlier. The Board has formed a CEO search committee chaired by
Alex Denner of Sarissa Capital, which will work expeditiously to
find a successor CEO.
In addition, under the terms of the settlement, ARIAD’s Board
has appointed Anna Protopapas by filling an existing open director
seat on the Board. Sarissa will withdraw its proposed slate of
director nominees, which included Ms. Protopapas, for election at
the 2015 Annual Meeting and has agreed to vote all of its shares in
favor of the Board’s nominees.
“The Board believes this settlement is in the best interests of
shareholders, as it allows us to focus on conducting the search for
ARIAD’s next CEO while continuing to execute on our critical
commercial and pipeline initiatives,” said Wayne Wilson, lead
independent director of the Board. “We welcome Anna to the Board
and look forward to working together constructively with Sarissa
for the benefit of all shareholders.”
“I am excited to work with the board members to optimally
position ARIAD as it embarks on its next stage of development. I
believe ARIAD's loyal and dedicated employees will be able to
significantly increase the value of our assets, especially Iclusig
and brigatinib, which both hold great promise for cancer patients,”
said Alex Denner of Sarissa Capital.
Ms. Protopapas is Chief Executive Officer of Mersana
Therapeutics. She previously served as a member of the Executive
Committee of Takeda Pharmaceutical Company Limited and held various
senior management positions, including President of Millennium
Pharmaceuticals, a wholly owned subsidiary of Takeda, where she was
responsible for leading Takeda’s oncology business, and Executive
Vice President of Global Business Development, where she was
responsible for global acquisitions, partnering, licensing and
venture investing. Prior to serving on Takeda’s Executive
Committee, Ms. Protopapas served on Millennium’s Executive
Committee as Senior Vice President of Strategy and Business
Development, where she led the company’s business development
initiatives and led the process that resulted in the $8.8 billion
sale of Millennium to Takeda. Ms. Protopapas received a B.S. in
engineering from Princeton University, an M.S. in chemical
engineering practice from Massachusetts Institute of Technology and
a MBA from Stanford Graduate School of Business.
About ARIAD
ARIAD Pharmaceuticals, Inc., headquartered in Cambridge,
Massachusetts and Lausanne, Switzerland, is an integrated global
oncology company focused on transforming the lives of cancer
patients with breakthrough medicines. ARIAD is working on new
medicines to advance the treatment of various forms of chronic and
acute leukemia, lung cancer and other difficult-to-treat cancers.
ARIAD utilizes computational and structural approaches to design
small-molecule drugs that overcome resistance to existing cancer
medicines. For additional information, visit http://www.ariad.com
or follow ARIAD on Twitter (@ARIADPharm).
Forward-Looking Statements
This communication contains “forward-looking statements”
including, but not limited to, statements regarding future events
and ARIAD’s business, strategy and results. These statements are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and are identified by use
of words such as “may,” “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe” and other words and terms of
similar meaning. Such statements are based on management’s
expectations and are subject to certain factors, risks and
uncertainties that may cause actual results, outcome of events,
timing and performance to differ materially from those expressed or
implied by such forward looking statements. These risks and
uncertainties include, but are not limited to, our ability to meet
anticipated clinical trial commencement, enrollment and completion
dates for our products and product candidates and to move new
development candidates into the clinic; our ability to secure a
partnership for brigatinib (AP26113); difficulties or delays in
obtaining regulatory and pricing and reimbursement approvals to
market our products; our ability to successfully commercialize and
generate profits from sales of Iclusig; competition from
alternative therapies; our reliance on the performance of
third-party manufacturers and specialty pharmacies for the
distribution of Iclusig; the occurrence of adverse safety events
with our products and product candidates; preclinical data and
early-stage clinical data that may not be replicated in later-stage
clinical studies; the costs associated with our research,
development, manufacturing and other activities; the conduct and
results of preclinical and clinical studies of our product
candidates; the adequacy of our capital resources and the
availability of additional funding; patent protection and
third-party intellectual property claims; litigation, including our
pending securities class action and derivative lawsuits; our
operations in foreign countries; risks related to key employees,
markets, economic conditions, health care reform, prices and
reimbursement rates; and other risk factors detailed in ARIAD’s
public filings with the U.S. Securities and Exchange Commission.
The information contained in this communication is believed to be
current as of the date of original issue. After the date of this
communication, ARIAD does not intend to update any of the
forward-looking statements to conform these statements to actual
results or to changes in ARIAD’s expectations, except as required
by law.
Important Additional Information
ARIAD, its directors and certain of its executive officers may
be deemed to be participants in the solicitation of proxies from
ARIAD stockholders in connection with the matters to be considered
at ARIAD’s 2015 annual meeting of stockholders. ARIAD intends to
file a proxy statement and accompanying proxy card with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with
any such solicitation of proxies from ARIAD stockholders. ARIAD
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding ARIAD’s directors and executive officers is
available in ARIAD’s proxy statement, dated May 9, 2014, for its
2014 annual meeting of stockholders. To the extent holdings of
ARIAD’s securities by directors or executive officers have changed
since the amounts set forth in the 2014 proxy statement, such
changes have been or will be reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership
on Form 4 filed with the SEC. More detailed information regarding
the identity of participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the proxy statement and other materials to be filed with the SEC in
connection with ARIAD’s 2015 annual meeting of stockholders.
Additional information can also be found in ARIAD’s Annual Report
on Form 10-K for the year ended December 31, 2014, filed with the
SEC on March 2, 2015, and in ARIAD’s Quarterly Reports on Form
10-Q. ARIAD’s stockholders will be able to obtain, free of charge,
any proxy statement, any amendments or supplements to the proxy
statement and any other documents filed by ARIAD with the SEC at
the SEC’s website at http://www.sec.gov. In addition, copies will
be available free of charge at ARIAD’s website at
http://www.ariad.com or by contacting ARIAD’s Investor Relations by
mail at ARIAD Pharmaceuticals, Inc., 26 Landsdowne Street,
Cambridge, MA 02139 or by phone at 617-503-7028.
Investor:ARIADKendra Adams,
617-503-7028Kendra.adams@ariad.comorMaria Cantor,
617-621-2208Maria.cantor@ariad.comorMedia:Sard Verbinnen
& Co.George Sard/Andrew Cole/Chris Kittredge,
212-687-8080
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