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 CAPITAL INTENDS TO VOTE “ABSTAIN” AT THE AMARIN ANNUAL MEETING
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.
