Amarin Mails Letter to Shareholders Highlighting Sarissa’s Myths vs. The Facts
Company Files Investor Presentation and Urges Shareholders to Vote “AGAINST” Sarissa’s Proposals on the WHITE Proxy Card
DUBLIN, Ireland and BRIDGEWATER. N.J., Feb. 06, 2023 (GLOBE NEWSWIRE) -- 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 follows:
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 Amarin’s fate.
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 Fiction||The Facts||Here’s Why|
|SARISSA MYTH #1
…on Sarissa’s ability to create value in the healthcare space
|Despite Sarissa’s suggestions to the contrary, appointing Sarissa nominees has been value destructive for the vast majority of companies that have done so.||
|SARISSA MYTH #2
|The Board is committed to evaluating any real M&A opportunity that would maximize value for Amarin shareholders, including a sale of the Company.||
|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 different.
||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:
|SARISSA MYTH #4
…on European launch and reimbursement in Germany
|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.||
|SARISSA MYTH #5
…on a subscription model
|Sarissa is recycling ideas about subscription models already considered and rejected by the Amarin Board for good cause.||
|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 investment.
|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.
|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.
|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:
|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 will.
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 shareholders.
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 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: firstname.lastname@example.org|
J.P. Morgan is acting as financial advisor. Ropes & Gray LLP and Goodwin Procter LLP are acting as legal advisors to the Company.
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 terminate.
Amarin Contact Information
Investor Relations Amarin Corporation plc
email@example.com (investor inquiries)
Corporate Communications, Amarin Corporation plc
PR@amarincorp.com (media inquiries)
Steve Frankel / Andi Rose / Tali Epstein
Joele Frank, Wilkinson Brimmer Katcher
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.