First Manhattan Adds Alex Denner to Vivus Board Slate
Denner’s Sarissa Capital Management Owns 2 Million Vivus Shares
First Manhattan Slate Expanded to Nine Director Nominees
NEW YORK -- May 23, 2013
First Manhattan Co. (“FMC”), an owner-managed and operated investment advisory
firm and the beneficial holder of approximately 9.9 percent of the outstanding
shares of VIVUS, Inc. (“Vivus”) (NASDAQ: VVUS), today announced that in
response to Vivus’ recent expansions of the Board it has increased its slate
of director nominees to nine, adding Alex Denner, Ph.D., to FMC’s two
previously announced additional director nominees, Dr. Rolf Bass and Melvin
Keating, for election to the Board at Vivus’ annual meeting of shareholders on
July 15, 2013.
Dr. Denner is the Chief Investment Officer and Founding Partner of Sarissa
Capital Management LP, a registered investment adviser that focuses on
enhancing shareholder value of portfolio companies. Sarissa Capital
beneficially owns approximately 2 million shares, or approximately 2 percent
of Vivus’ outstanding stock. Dr. Denner has extensive experience as a director
of publicly traded healthcare and biotechnology companies. FMC and its
director nominees beneficially own a total of approximately 12 million shares,
or 11.9 percent of Vivus, in the aggregate. Biographical information on all
nine FMC nominees as well as FMC’s press releases and other communications
materials are available at www.ourmaterials.com/VVUS.
“Our three additional nominees strengthen an already impressive slate and
present a clearly superior alternative to Vivus’ current Board of Directors,”
said Sam Colin, M.D., Senior Managing Director at FMC and a Board nominee.
“Our nominees have been carefully chosen for their exceptional accomplishments
in the key areas required to unlock the substantial value at Vivus. The
additions of Dr. Alex Denner, Dr. Rolf Bass, and Mel Keating further
strengthen our slate’s deep expertise in corporate operations and strategy and
E.U. regulatory affairs. These skill sets complement the strong U.S.
commercialization and regulatory expertise of the FMC slate.
“In contrast to the current Vivus Board, our nominees offer total independence
from management. Our nominees also provide alignment of Board and shareholder
interests, and a realistic plan for value creation.”
New Nominees’ Key Attributes, Experience and Skills and the Benefit to the
Vivus Board of Directors
Alexander J. Denner, PhD.: Dr. Denner has extensive experience overseeing the
operations and research and development of biopharmaceutical companies and
evaluating corporate governance matters. He also has extensive experience as
an investor, particularly with respect to healthcare companies, and possesses
broad life sciences industry knowledge.
Rolf Bass, M.D.: Dr. Bass is an E.U. regulatory expert, with a thorough
understanding of the regulatory process and evolving evaluation standards
through serving in the highest levels of the EMA, CHMP, and the German BfArM.
Mel Keating: Mr. Keating has extensive public and private company experience
in healthcare and non-healthcare companies as a senior executive and director.
He brings especially strong expertise executing significant operational
turnarounds. As a director, he has served as Board Chairman and on the
Capital, Strategic and Audit Committees, and he has led successful efforts to
streamline corporate operations, implement growth agendas and execute
transactions that have resulted in marked increases in shareholder value.
Full biographies of Messrs. Denner, Keating and Dr. Bass follow. Biographical
information on all nine FMC nominees as well as FMC’s press releases and other
communications materials are available at www.ourmaterials.com/VVUS.
Alexander J. Denner, Ph.D. founded Sarissa Capital Management LP, a registered
investment advisor, in 2012. Sarissa Capital focuses on enhancing shareholder
value of portfolio companies. From 2006 to November 2011, Dr. Denner served as
a Senior Managing Director of Icahn Capital, an entity through which Carl C.
Icahn conducts his investment activities. Prior to that, he served as a
portfolio manager at Viking Global Investors, a private investment fund, and
Morgan Stanley Investment Management, a global asset management firm.
Dr. Denner is a director of Biogen Idec and Enzon Pharmaceuticals. During the
past five years, Dr. Denner has served as a director of the following
publicly-traded companies: Amylin Pharmaceuticals, ImClone Systems (where he
was Chairman of Executive Committee), and Adventrx Pharmaceuticals.
Dr. Denner received his S.B. degree from the Massachusetts Institute of
Technology and his M.S., M.Phil. and Ph.D. degrees from Yale University.
Dr. Rolf Bass most notably served in the distinguished role of Head of Human
Medicines Evaluation Unit at the EMA in London from 1995 to 2000. There he
oversaw medicines for human use for marketing authorization and
pharmacovigilance, including pre-approval aspects (scientific advice,
regulatory affairs, CPMP Secretariat, European Commission and ICH liaison),
post-marketing issues (pharmacovigilance, variations and extensions, and
renewals), 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 (BfArM). Dr. Bass started his
regulatory career at the German Health Authority (BGA) and became Chairman of
CPMP’s Safety Working Party in 1984 where he created the tripartite ICH
guideline on Testing for Reproductive Toxicity. In 2007 he held the “Annual
Award Lecture” at the Annual Meeting of the European Teratology Society (ETS)
and was awarded with the “Walter-Cyran Medaille” of the German Society for
Drug Regulatory Affairs (DRGA). Most recently, Dr. Bass was appointed Visiting
Professor for Pharmaceutical Medicine at the University of Basel, Switzerland
in 2007. Dr. Bass holds a medical degree from Free University of Berlin.
Mel 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. (Nasdaq: QVDX), a healthcare
IT company, 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), and
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 both an
M.B.A. in Finance and MS in Accounting from the University of Pennsylvania’s
Wharton school of business, and B.A. in Art History from 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.
Additional Information and Where to Find It
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, SARISSA CAPITAL MANAGEMENT
LP, SARISSA CAPITAL OFFSHORE MASTER FUND LP, SARISSA CAPITAL DOMESTIC FUND LP,
MICHAEL JAMES ASTRUE, ROLF BASS, JON C. BIRO, SAMUEL F. COLIN, ALEXANDER J.
DENNER, JOHANNES J.P. KASTELEIN, MELVIN L. KEATING, DAVID YORK NORTON AND
HERMAN ROSENMAN (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, COPIES OF THE DEFINITIVE PROXY STATEMENT
AND ACCOMPANYING PROXY CARD (WHEN AVAILABLE) MAY BE OBTAINED WITHOUT CHARGE
UPON REQUEST BY CONTACTING MACKENZIE PARTNERS, INC. AT (800) 322-2885
(TOLL-FREE) OR (212) 929-5500 (COLLECT).
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS WILL BE CONTAINED IN EXHIBIT 2 TO THE
SCHEDULE 14A TO BE FILED BY FIRST MANHATTAN WITH THE SEC ON MAY 23, 2013. THIS
DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
The Abernathy MacGregor Group
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