Sarissa SEC filing on upcoming vote | AMRN Message Board Posts

Amarin Corporation plc

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Msg  9045 of 9076  at  6/16/2022 11:33:33 AM  by


Sarissa SEC filing on upcoming vote

I found it odd that they abstained instead of voted against, but see the veiled threat at the bottom - first they say they can't alter the outcome of the vote (not enough shares by themselves), then threaten that they could possibly get other 'tutes to join them to replace the BOD entirely - maybe they didn't have enough time from when they became 5% owners end of March to convince enough 'tutes to join them, or this is an empty threat if they did contact them and didn't get cooperation. May not matter - their best avenue would be a proxy fight directly to retailers - 'tutes only own 35% of AMRN, 29% when you remove Sarissa's shrs.


Sarissa intends to “Abstain” given ongoing engagement with Amarin to add shareholder representatives to the board

Greenwich, CT, June 15, 2022 – Sarissa Capital Management LP (“Sarissa”) today made the following statement on Amarin Corporation plc (NASDAQ: AMRN) regarding how it intends to vote at the upcoming Amarin annual meeting and the reasons therefor:

Sarissa is a sophisticated, institutional investor with a long history of shareholder value creation in healthcare companies, including in the cardiovascular space, such as The Medicines Company. As Amarin’s largest shareholder, we are frustrated by the performance of Amarin’s stock and believe Amarin should be better managed to maximize value for shareholders.

Sarissa has discussed with the company our desire to add directors to the board. Although we are hopeful that the board will see the value that Sarissa brings as the largest shareholder and with a track record of creating shareholder value for cardiovascular disease focused companies, we are uncertain how our discussions regarding board representation will proceed. We note that despite a board refreshment process that began last October, the independent directors never proactively contacted Sarissa despite us being Amarin’s largest shareholder with a strong track record of value creation in cardiovascular care, such as The Medicines Company.

Many shareholders have reached out asking how we intend to vote at the upcoming annual meeting.

Given ongoing discussions, we intend to vote “ABSTAIN” on all matters at the annual meeting. We believe this reinforces our message that change is needed as we give the board the time to add shareholder representatives to the board.

In addition, we intend to vote “ABSTAIN” at the annual meeting because even though such a vote will not impact the outcome of the upcoming election of directors, the United Kingdom, the jurisdiction in which Amarin is domiciled, contains laws and rights that protect the shareholder franchise even after the annual meeting. For example, under UK law and Amarin’s articles, shareholders, like Sarissa, who own at least 5% of the outstanding shares can call a special meeting of shareholders to remove and replace directors AT ANY TIME. Therefore, immediately after the annual meeting, we could call a special meeting and seek to remove and replace some or all of the Amarin directors with the affirmative vote of the holders of a majority of the outstanding shares.

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Msg # Subject Author Recs Date Posted
9046 Re: Sarissa SEC filing on upcoming vote ex_hacker202 0 6/17/2022 6:23:49 PM

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