First Manhattan Files Preliminary Proxy Materials with SEC for the Election of Six Directors to Vivus’ Board at the 2013

  First Manhattan Files Preliminary Proxy Materials with SEC for the Election
  of Six Directors to Vivus’ Board at the 2013 Annual Meeting

      Vivus Deserves a Board Worthy of Qsymia and Its Enormous Potential

Business Wire

NEW YORK -- May 1, 2013

First Manhattan Co. (FMC), an owner-operated investment advisory firm and the
largest shareholder of VIVUS, Inc. (“Vivus” or the "Company") (NASDAQ: VVUS)
with approximately 9.64 percent of the outstanding common stock of the
Company, today announced that it has filed with the U.S. Securities and
Exchange Commission (“SEC”) its preliminary proxy materials regarding the
election of its independent director nominees. FMC seeks to elect its six
highly qualified nominees to Vivus’ Board at the Company’s 2013 Annual Meeting
of Stockholders (the "Annual Meeting"), which the current Board has thus far
refused to schedule. First Manhattan reserves the right to nominate additional
candidates depending on the number of Vivus’ nominees.

As a Vivus shareholder since 2008, FMC has urged the Company both privately
and publicly to take steps that it believes would have resulted in an
effective transition from a development stage company to a commercial stage
company. The Board followed a different path and the result has been a
significant destruction of shareholder value. Vivus’ stock price has declined
approximately 60 percent since the FDA approval of Vivus’ obesity drug Qsymia
in July 2012, destroying approximately $1.7 billion of shareholder value.

FMC believes that Vivus’ current Board of Directors is insular,
over-compensated, underqualified and excessively represented by management.
The confluence of these factors creates what FMC believes is an ineffective
Board that is directly responsible for Vivus’ failure to transition into a
successful commercial organization. FMC further believes that Vivus’
shareholders will realize greater value from their investment in the Company
if the Board is reconstituted with FMC’s six nominees, each of whom brings
urgently needed expertise.

FMC’s nominees believe that Qsymia has blockbuster potential. The FMC
nominees’ plan includes examining all strategic options available to maximize
value for Vivus’ shareholders, including a value-creating partnership for
Qsymia, and judiciously cutting the Company’s SG&A expenses, which have grown
to roughly $50 million in the fourth quarter of 2012. Despite this profligate
spending, net product revenue was under $2 million in that same quarter. The
nominees intend to cut wasteful spending in order to focus Vivus’ financial
and human capital on the commercialization of Qsymia.

“The current Vivus Board has proven to be poor stewards of shareholder
capital,” commented Sam Colin, M.D., Senior Managing Director at FMC and a
Board nominee. “Qsymia’s potential is substantial. However, Vivus has badly
mismanaged the Qsymia launch, and neither the recent REMS modification nor the
addition of a new director will cure the root cause of the failure. Vivus and
its shareholders deserve a Board worthy of Qsymia. Our slate of six highly
qualified nominees has the independence, the experience, and the plan to fix
the Company before time runs out.”

The FMC nominees include highly accomplished individuals who have held senior
leadership positions at successful publicly traded biotechnology and
pharmaceutical companies. These individuals possess deep regulatory experience
with the Food and Drug Administration and with the European Medicines Agency,
the EU equivalent of the FDA. They also have deep experience with payor
stakeholders such as the U.S. Department of Health & Human Services, including
the Centers for Medicare & Medicaid Services (CMS). They have fixed broken
companies, refinanced distressed companies, successfully launched blockbuster
drugs, and sold companies at high returns for shareholders.

Moreover, the nominees have significant credibility with the investment
community. FMC believes an independent Board of this caliber is critical for
Vivus to achieve its full potential. Each nominee qualifies as an independent
director under the Nasdaq Listing Rules, and all but one are independent of
FMC.

Biographies of First Manhattan’s nominees, including two alternate nominees,
follow:

  *Michael Astrue: Mr. Astrue most recently served as Commissioner of the
    Social Security Administration from 2007 to 2013, and was one of six
    Trustees of the Medicare & Social Security Trust Funds. He served as
    Interim Chief Executive Officer at Epix Pharmaceuticals from 2005 to 2006,
    during which time he successfully engineered the company’s merger. Prior
    to that, he served as President and Chief Executive Officer of
    Transkaryotic Therapies where he executed one of the most successful
    corporate turnarounds in the history of the biotechnology industry. Under
    his stewardship, Transkaryotic Therapies' share price increased from $3.80
    at the start of his tenure to $37.00 when the company was sold two years
    later for $1.6 billion. He has served as Chairman of the Massachusetts
    Biotechnology Council from 2000 to 2002 and on the public company boards
    of Transkaryotic Therapies, ArQule Inc. (Nasdaq: ARQL), CuraGen
    Corporation and Tercica Inc. Other senior roles Mr. Astrue has held during
    his distinguished 30 year career include serving as Vice President &
    General Counsel at Biogen from 1993 to 1999, General Counsel for the U.S.
    Department of Health & Human Services from 1989 to 1992, and Associate
    Counsel to Presidents Ronald Reagan and George Bush from 1988 to 1989,
    among other roles. Mr. Astrue received a J.D. from Harvard Law School and
    B.A. in Philosophy & English from Yale University.
  *Jon Biro: Mr. Biro currently serves as Executive Vice President and Chief
    Financial Officer at Consolidated Graphics, Inc. (NYSE: CGX), a leading
    commercial printing services company. Prior to Consolidated Graphics, he
    spent 14 years at ICO, Inc., a manufacturer of specialty resins and
    provider of polymer processing services, including serving as Senior Vice
    President, Chief Financial Officer, Treasurer, a director, and for a time
    as interim Chief Executive Officer. At ICO, he helped manage an
    operational turnaround, including the improvement of the balance sheet and
    overall capital structure, which helped to increase the company’s stock
    price over six-fold. He also served as a director of Aspect Medical from
    June to November 2009 during which the company’s stock doubled and the
    company was sold. He currently is a director at and Crown Crafts, Inc
    (Nasdaq: CRWS) and Houston market advisory board member for IBERIA Bank
    (Nasdaq: IBKC). Mr. Biro received an M.S. in Accounting from the
    University of Houston and a B.A. in Psychology from the University of
    Texas.
  *Dr. Samuel Colin: Dr. Colin is a Senior Managing Director at First
    Manhattan Co. (FMC), an investment firm founded in 1964 with more than $14
    billion in assets currently under management. Dr. Colin joined the firm in
    1994, and is the founding and sole portfolio manager of FMC's healthcare
    funds, First Health and First BioMed, with assets under management
    exceeding $500 million. In addition, he advises the firm on healthcare
    investments. He has invested in hundreds of small to large-cap healthcare
    companies including biotechnology, pharmaceutical, and medical device
    companies in the US, EU, and Japan. He has an extensive knowledge of the
    clinical, commercial, and regulatory history of obesity therapeutics and
    was a major participant in the recapitalization of Orexigen (OREX), an
    obesity therapeutics company, at $1.45 per share in December 2011. He has
    developed deep relationships with management teams across the biotech and
    pharmaceutical industry. Prior to joining FMC, Dr. Colin served as a
    resident at the Yale-New Haven Hospital from 1992-1994. He received his
    M.D. from the Yale School of Medicine in 1992, and graduated from Brown
    University, B.Sc. Human Biology, magna cum laude, in 1986.
  *Dr. John Kastelein: Dr. Kastelein has spent his career of more than 30
    years devoted to the study of medical genetics, lipidology and molecular
    biology. He is Professor of Medicine at the Department of Vascular
    Medicine at the Academic Medical Center of the University of Amsterdam,
    where he also serves as Strategic Chair of Genetics of Cardiovascular
    Disease. His research on metabolic disorders is internationally recognized
    as the key paradigm for understanding the relationship between low density
    lipoprotein cholesterol and heart disease. He also is an executive
    consultant to the cardiovascular and metabolic franchises of many leading
    biotechnology and pharmaceutical companies, including Amarin, Amgen,
    Bristol-Myers Squibb, Genentech, Merck, Novartis, Pfizer, Regeneron and
    Sanofi-Aventis. His advisory work has also included accompanying numerous
    companies to meetings with the European Medicines Agency and interacting
    with individual country regulatory authorities for Aegerion, CSL Behring,
    Eli Lilly, Genzyme, ISIS, The Medicines Company and UniQure (formerly
    Amsterdam Molecular Therapeutics). Dr. Kastelein has also served on
    Steering Committees of many landmark cardiovascular outcome trials
    including TNT (Lipitor, Pfizer), IDEAL (Lipitor, Ideal), JUPITER (Crestor,
    AstraZeneca), ACCELERATE (Evacetrapib, Eli Lilly) and the Sanofi PCSK9
    Phase III ODYSSEY outcome programme (Sanofi-Aventis). Additionally, he is
    currently a personal consultant to the Chief Executive Officers of
    AstraZeneca and Cerenis Therapeutics and the heads of research at Roche
    and TEVA. In addition to co-founding UniQure, he was also a founder of
    Dezima Pharma, a biotechnology company focused on therapies for
    dyslipidemia. His distinguished career has also included positions such as
    President of the Dutch Atherosclerosis Society and Chair of the National
    Scientific Committee on Familial Hypercholesterolemia. Dr. Kastelein
    received his medical degree from the University of Amsterdam.
  *David Norton: Mr. Norton served in a variety of senior leadership
    positions during his more than 32-year career at Johnson & Johnson (NYSE:
    JNJ), most recently as Company Group Chairman, Global Pharmaceuticals from
    2009 until his retirement from the company in September 2011. As Company
    Group Chairman, he was responsible for leading and developing the
    strategic growth agenda, including the licensing, acquisitions and
    divestment strategies, and ensuring alignment between global strategic
    functions, research and development and the commercial organizations.
    Under his stewardship, J&J successfully commercialized numerous
    blockbuster products, including Prepulsid / Propulsid (Europe), Risperdal
    (Australia, Europe), Aciphex (US), Risperdal Consta (US and Europe),
    Durogesic / Duragesic (US and Europe), and Prezista (US and Europe). He
    also negotiated a novel pricing and reimbursement program for Velcade with
    the U.K. Department of Health, helping to drive increased sales. Also
    under his supervision, J&J secured numerous acquisition, divestitures,
    in-licensing and collaboration agreements, including acquiring Cougar
    Biotechnology and Zytiga, in-licensing of Incivo (Hepatitis C compound for
    Europe), and selling J&J's Animal Health business to Eli Lilly. J&J’s
    Pharmaceutical Group’s revenues grew to $22 billion, 30% of the company’s
    total revenue, during his tenure. Previously, Mr. Norton served as U.S.
    Domestic President for Janssen Pharmaceuticals (a J&J unit), Company Group
    Chairman for Europe, Middle East and Africa, and Company Group Chairman of
    Worldwide Commercial and Operations for J&J’s CNS, Internal Medicine and
    Virology franchise. He currently is a Director at Savient Pharmaceuticals
    Inc. (Nasdaq: SVNT). Mr. Norton has studied Computer Programming
    Technology at the Control Data Institute in Sydney, Australia, as well as
    Marketing at the College of Distributive Trades at London and Preston
    Polytechnic in Preston, United Kingdom.
  *Herman Rosenman: Mr. Rosenman was most recently at Gen-Probe Inc., a
    medical diagnostics company, where starting in 2001 he held the role of
    SVP of Finance and Chief Financial Officer. At Gen-Probe, he led a company
    spin-off and helped lead Gen-Probe through a more than 1,200% increase in
    the company’s stock price. He also helped manage the process of selling
    the company in 2012 for $3.72 billion, generating significant value for
    shareholders. Prior to Gen-Probe, Mr. Rosenman was President and Chief
    Executive Officer of Ultra Acquisition Corp, where he re-engineered the
    manufacturing division, more than tripling the company’s revenue and
    quadrupling the size of its dealer base. He is currently a Director and
    Chairman of the Audit and Compensation Committees of BioFire Diagnostics,
    and a former Director and Committee Chairman at ARYx Therapeutics, Inc.,
    Infinity Pharmaceuticals, Inc. (Nasdaq: INFI), and Emphasys Medical, Inc.
    Mr. Rosenman holds an M.B.A. in Finance from the Wharton School of the
    University of Pennsylvania, and a B.B.A. in Accounting and Finance from
    Pace College.
  *Dr. Rolf Bass, Alternative Nominee: Dr. Bass most notably served in the
    distinguished role of Head of the Human Medicines Evaluation Unit at the
    EMA in London from 1995 to 2000. There he oversaw medicines for human use
    and supported designated Central and Eastern European Countries Drug
    Regulatory Authorities in the accession of their countries to the European
    Union. In 2000, he was appointed member to the CPMP (now CHMP), and set up
    the new Department for European and International Business of the Federal
    Institute for Drugs and Medical Devices. Most recently, Dr. Bass was
    appointed Visiting Professor for Pharmaceutical Medicine at the University
    of Basel, Switzerland in 2007. Previously, Dr. Bass joined the German
    Health Authority as Head of the Pre- Clinical Department at its Drug
    Institute. Dr. Bass holds a medical degree from Free University of Berlin.
  *Melvin Keating, Alternative Nominee: Mr. Keating most recently served as
    President and Chief Executive Officer of Alliance Semiconductor Corp. from
    2005 to 2008. During that time, he transformed it from a distressed
    company with a market capitalization of $80 million to one that generated
    over $250 million of distributable cash and a 2.5x increase in the
    company’s stock price. Prior to his role at Alliance Semiconductor, Mr.
    Keating served as Executive Vice President and Chief Financial Officer and
    Treasurer of QUOVADX INC. from 2004 to 2005, and as a strategy consultant
    at Warburg Pincus Equity Partners from 1997 to 2004. He currently serves a
    Director of API Technologies Corp (Nasdaq: ATNY), Red Lion Hotels Corp
    (NYSE: RLH), Crown Crafts, Inc. (Nasdaq: CRWS), BluePhoenix Solutions Ltd
    (Nasdaq: BPHX), Marlborough Software Development Corp. He previously
    served on the boards of White Electronic Designs and Integral Systems,
    where he led strategic reviews of the businesses that resulted in sales of
    each of the companies at approximately 2x the stock price when he joined
    the boards. He also was previously a director of Aspect Medical Systems.
    Mr. Keating received an M.B.A. in Finance and MS in Accounting from the
    Wharton School of the University of Pennsylvania, and B.A. at Rutgers
    University.

About First Manhattan Co.

First Manhattan Co. (“FMC”) was founded in 1964 and remains an owner-operated
investment advisory firm. FMC is registered with the U.S. Securities and
Exchange Commission as an investment adviser and as a broker-dealer, and is a
member of the Financial Industry Regulatory Authority (FINRA).

FMC provides professional investment management services primarily to high net
worth individuals as well as to partnerships, trusts, retirement accounts,
pension plans and institutional clients. The firm currently manages in excess
of $14 billion.

Important Additional Information

FIRST MANHATTAN CO., FIRST HEALTH, L.P., FIRST HEALTH LIMITED, FIRST HEALTH
ASSOCIATES, L.P., FIRST BIOMED MANAGEMENT ASSOCIATES, LLC, FIRST BIOMED, L.P.
AND FIRST BIOMED PORTFOLIO, L.P. (COLLECTIVELY, “FIRST MANHATTAN”) INTEND TO
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE
PROXY STATEMENT AND ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT PROXIES FROM
THE STOCKHOLDERS OF VIVUS, INC. (THE "COMPANY") IN CONNECTION WITH THE
COMPANY'S 2013 ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO THE SOLICITATION OF PROXIES BY FIRST MANHATTAN, MICHAEL JAMES ASTRUE, JON
C. BIRO, JOHANNES J.P. KASTELEIN, SAMUEL F. COLIN, DAVID YORK NORTON, HERMAN
ROSENMAN, ROLF BASS AND MELVIN L. KEATING (COLLECTIVELY, THE "PARTICIPANTS")
FROM THE STOCKHOLDERS OF THE COMPANY, WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED
TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND FORM
OF PROXY WILL BE FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF THE COMPANY
AND WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE ON
THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, FIRST MANHATTAN WILL
PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD
(WHEN AVAILABLE) WITHOUT CHARGE UPON REQUEST. INFORMATION ABOUT THE
PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY
SECURITY HOLDINGS IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT ON SCHEDULE
14A FILED BY FIRST MANHATTAN WITH THE SEC ON MAY 1, 2013. THIS DOCUMENT CAN BE
OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.

Contact:

The Abernathy MacGregor Group
Chuck Burgess / Mike Pascale
212-371-5999
clb@abmac.com / mmp@abmac.com
or
Mackenzie Partners
Larry Dennedy / Charlie Koons
212-929-5239 / 212-929-5708
 
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