VIVUS Files Definitive Proxy Materials With SEC

VIVUS Files Definitive Proxy Materials With SEC

 Urges Stockholders to Vote FOR the Board's Nominees on GOLD Proxy Card Today

       Dissidents' Actions Jeopardize VIVUS's Progress at Critical Time

MOUNTAIN VIEW, Calif., June 5, 2013 (GLOBE NEWSWIRE) -- VIVUS, Inc.
(Nasdaq:VVUS) (the "Company"), a pharmaceutical company commercializing and
developing innovative, next-generation therapies to address unmet needs in
obesity and sexual health, today announced that it has filed its definitive
proxy materials in connection with the Company's 2013 Annual Meeting of
Stockholders, to be held on July 15, 2013, with the Securities and Exchange
Commission ("SEC"). VIVUS stockholders of record at the close of business on
May 31, 2013 are entitled to vote at the 2013 Annual Meeting.

The VIVUS Board of Directors unanimously recommends that stockholders vote
"FOR" all of the Company's experienced and highly qualified directors – Leland
F. Wilson; Peter Y. Tam; Mark B. Logan; J. Martin Carroll; Charles J.
Casamento; Ernest Mario, Ph.D.; Jorge Plutzky, M.D.; Linda M. Dairiki
Shortliffe, M.D.; and Robert N. Wilson – on the GOLD proxy card. Stockholders
are encouraged to vote today by Internet, by telephone or by signing, dating
and returning the GOLD proxy card.

The Company also filed the following letter today with the SEC.The full text
of the letter follows.

  Dear Fellow Stockholder:

  At VIVUS's Annual Meeting of Stockholders, scheduled for July 15, 2013, you
  will make an important decision regarding the future of your investment in
  the Company.First Manhattan Co. ("FMC") is seeking to replace the entire
  VIVUS Board of Directors with its own slate of nine director nominees in
  order to advance, in our view, its own interests.We believe the replacement
  of all of the incumbent directors at the present time is not in the best
  interest of VIVUS's stockholders.

  Under the guidance of the Board of Directors, VIVUS's management team
  successfully developed and won FDA approval for Qsymia, acknowledged by FMC
  to be "the most effective obesity drug ever developed." Since winning FDA
  approval in July 2012, VIVUS's Board and management have made valuable
  progress on our retail commercialization plan for Qsymia and have begun
  discussions with large pharmaceutical companies to expand our presence with
  primary care doctors. The campaign by FMC to replace VIVUS's entire Board
  of Directors, and presumably its management, jeopardizes our progress and
  puts your investment in VIVUS at risk.Other than replacing the entire Board
  and management team, which would likely throw the Company into turmoil at a
  critical juncture, FMC has failed to articulate a plan as to what they would
  do differently if they were to take control of VIVUS.Our independent Board
  has the relevant expertise, the in-depth understanding of our business, and
  will provide the continuity necessary to maximize value for all of VIVUS's

  Your vote is important in this election and we urge you to continue to
  support the VIVUS Board.To elect VIVUS's Board nominees, we encourage you
  to vote today by Internet, by telephone or by signing and dating the
  enclosed GOLD proxy card and returning it in the postage-paid
  envelope.Please vote each and every GOLD proxy card or GOLD voting
  instruction form you receive since you may hold shares in multiple accounts.

  Consider the following in deciding how to vote at the upcoming Annual


  VIVUS's Board of Directors and management team have been consistent in their
  strategy to ensure commercial success for Qsymia.We are making significant
  progress in laying the foundation for Qsymia by expanding patient access,
  gaining payor reimbursement and creating awareness with physicians.Recent
  important milestone events have already increased stockholder value and we
  believe will increase sales in the near future:

    *FDA approval of the Risk Evaluation and Mitigation Strategy (REMS)
      modification to allow for retail distribution;
    *increasing insurance coverage;
    *recognition of obesity as a drug treatment category by the American
      Association of Clinical Endocrinologists (AACE); and
    *a recent publication in Health Economics Review that highlights Qsymia's
      positive impact on Medicare spending and overall patient quality of

  Increasing Patient Access.The VIVUS management team has recently gained FDA
  approval allowing retail pharmacy distribution.Following the launch of
  Qsymia in September 2012, one of our priorities was to obtain approval of
  our REMS modification to allow access outside of the restrictive mail-order
  only channel. This important milestone was achieved in April 2013.Retail
  distribution will allow us to broaden the distribution of Qsymia to
  thousands of certified retail pharmacies, improve patient access to Qsymia,
  and significantly simplify the prescribing and dispensing process for
  healthcare providers.

  With the REMS modification approval from the FDA, we have begun developing
  our initial direct-to-consumer (DTC) campaign.The DTC efforts are focused
  on encouraging patients to ask their doctor about Qsymia – a critical step
  in increasing consumer awareness and building Qsymia into a top-selling
  brand. Over the next several months, our team will be diligently focused on
  the retail roll-out.The retail implementation includes: finalizing
  wholesaler agreements; building our distribution network; building and
  validating REMS-compliant databases; enrolling, training and certifying each
  pharmacy location; shipping product to wholesale and chain distribution
  centers; stocking certified retail pharmacies; and promoting the
  availability of Qsymia to prescribing doctors and patients. We expect to
  announce retail availability by mid-July 2013, at which time we anticipate
  that Qsymia will be stocked in thousands of certified retail pharmacies. 

  Broadening Payor Reimbursement.At launch there was minimal insurance
  coverage for branded obesity medications. Through our efforts, we have
  obtained coverage for Qsymia patients with insurance plans managed by
  Express Scripts and Medco Health Solutions.Qsymia is also available to
  patients treated through the Veterans Administration. Our goal for 2013 is
  to gain coverage for 50% of the 160 million people with private insurance,
  at tier 3 or better. With approximately 34% of the 160 million now covered
  for Qsymia, we are well on our way to achieving this goal.

  Creating Physician Awareness.In May 2013, the American Association of
  Clinical Endocrinologists (AACE) published treatment algorithms that, for
  the first time, include the use of weight loss drugs as a first-line
  management for overweight and obese patients.We were encouraged to see AACE
  address the critical role of effective weight loss drugs and we are
  confident that other physicians, payors and public policy makers will
  recognize the significance of these new guidelines.This is a critical step
  in the formation of a large, chronic, drug treatment category.

  We have positioned Qsymia to be a cost-saver for the healthcare system,
  which we believe will help drive coverage and further adoption. We were
  encouraged by the recent study published in Health Economics Review, which
  demonstrated that 10% to 15% weight loss can lead to significant reductions
  in Medicare spending by reversing or reducing health consequences in obese
  or overweight patients.This study, which included data from our phase 3
  clinical trials of Qsymia, highlighted that collectively, among the
  estimated 11.2 million eligible Medicare patients, the lifetime savings
  could total in the billions of dollars. This study and the new AACE
  treatment algorithms mentioned above are important as they demonstrate the
  positive impact that an effective weight loss therapeutic medication can
  have on healthcare costs and patient lives.We expect this new information
  to be instrumental in supporting our efforts to obtain additional coverage
  from both private and government payors.

  Throughout 2013 we expect to continue to expand both access and
  reimbursement for Qsymia.We have a clear strategy and plan for increasing
  patient and physician adoption.The Board and management team are critical
  to continued progress in the future.A wholesale turnover in the Board or
  management will put at risk the continued successful implementation of this

  We are building upon these achievements and others as we enter into the
  Primary Care Physician expansion phase of our commercial strategy. With
  these successes, we have also begun discussions with large pharmaceutical
  companies to explore how we can collaborate to increase our reach to primary
  care physicians.We remain open to pursuing whichever options maximize
  stockholder value.Members of our current Board and our management team are
  deeply involved in the discussions with large pharmaceutical companies and a
  complete change of the Board and management during this critical time will
  likely delay or potentially derail a transaction.


  In contrast to the strategy that your Board and management team are
  executing, FMC has failed to communicate any detailed strategic or tactical
  plan for VIVUS. Other than replacing the entire Board and presumably our
  management team, which would likely throw the Company into turmoil at a
  critical juncture, FMC has failed to articulate what they would do
  differently if they were to take control of VIVUS.Replacing the Board and
  management at this stage when discussions are already underway with
  pharmaceutical companies risks delays and may jeopardize a deal.
  Relationships with large pharmaceutical companies often take time to develop
  and Board or management turnover during this crucial time will risk
  execution on the plans and tactics already being implemented. Your
  management team has successfully navigated VIVUS through a tough regulatory
  and early commercial launch environment and has achieved key milestones that
  have positioned the Company for success and growth in the near future.

                         REPRESENTATION ON YOUR BOARD

  Although if elected, FMC's director nominees will have fiduciary obligations
  to the Company's stockholders, we believe that FMC is seeking Board
  representation disproportionate to its stake in VIVUS by waging a proxy
  contest for full control of your Board.We strongly believe that it is not
  in the best interests of our stockholders for the entire slate of director
  nominees to be selected by a single stockholder who owns less than 10% of
  the Company's stock.Furthermore, FMC has announced that it may seek to have
  the Company, and therefore you, the stockholder, reimburse FMC and its
  advisors for this expensive proxy contest (initiated by FMC) – an amount
  that FMC estimates will be as much as $1.3 million. Protect your
  investment. Protect the value of Qsymia and the future of VIVUS.

  Your Board and management team are committed to strong corporate governance,
  and we recognize the importance of bringing fresh and diverse perspectives
  to the boardroom.That is precisely why the Board has added four highly
  experienced, independent directors in the last 14 months after completing a
  diligent search process for directors who would act in accordance with the
  best interest of ALL VIVUS stockholders.As proven leaders in the healthcare
  industry, these directors have enhanced the Board with unique operational,
  commercial and clinical expertise and valuable relationships to advance the
  Company's strategy.


  Replacing your current Board with FMC's director nominees – some with little
  to no operational experience in pharmaceutical commercialization and
  development – at this important stage would be disruptive and could
  potentially jeopardize the progress your existing Board is making toward
  achieving the Company's strategic objectives.

  Your current Board has a track record for enhancing stockholder returns and
  has completed a significant number of partnership and M&A transactions that
  have created value.Since 2000, VIVUS Board members have completed
  approximately $75 billion in healthcare M&A transactions.This track record
  is significantly more extensive than FMC's nominees, who have completed
  transactions for a total consideration of less than $25 billion.

  Four out of FMC's nine director nominees have no current public company
  board experience; seven out of nine have no executive experience with
  pharmaceutical commercialization.We believe that our nominees have more
  relevant experience and are better equipped to guide VIVUS into the future.

  In April 2013, the Company requested that the Nominating and Governance
  Committee of your Board be given the opportunity to evaluate and interview
  each of FMC's director nominees.FMC informed the Company that it would not
  have its director nominees participate in the Nominating and Governance
  Committee's interview process. We were disappointed that FMC elected not to
  cooperate with our Nominating and Governance Committee but instead continued
  its unfortunate and ongoing attempt to seek Board representation
  disproportionate to its stake in VIVUS.


  The current VIVUS Board is comprised of proven leaders who possess a broad
  range of commercial, management, clinical and operational experience, as
  well as expertise in the pharmaceutical industry and other areas important
  to VIVUS.The VIVUS Board, which includes seven independent directors, is
  committed to maximizing value for all stockholders and to considering a
  broad range of opportunities to achieve this objective.Your directors have
  a combined total of 220 years of pharmaceutical experience and 45 years of
  related clinical experience.

  Furthermore, the highly independent VIVUS Board has a stockholder-friendly
  corporate governance structure that provides rigorous oversight of VIVUS's
  strategic direction.Your Board is elected annually and all three of the
  standing committees of the Board are comprised entirely of independent
  directors to ensure effective and independent oversight of management.


  VIVUS is at a critical juncture in the commercialization of Qsymia. We
  believe in the value of Qsymia and our ability to successfully execute on
  our strategy.VIVUS seeks your support in electing the Company's nine highly
  qualified nominees and your Board unanimously recommends that stockholders
  vote "FOR" the Company's experienced and extremely capable director
  nominees: Leland F. Wilson; Peter Y. Tam; Mark B. Logan; J. Martin Carroll;
  Charles J. Casamento; Ernest Mario, Ph.D.; Jorge Plutzky, M.D.; Linda M.
  Dairiki Shortliffe, M.D.; and Robert N. Wilson.

  Your vote is extremely important, no matter how many or how few shares you
  own.Whether or not you plan to attend the Annual Meeting, you have an
  opportunity to protect your investment in VIVUS by voting the GOLD proxy
  card.We urge you to vote today by Internet, by telephone or by signing and
  dating the enclosed GOLD proxy card and returning it in the postage-paid
  envelope provided.Please do not return or otherwise vote any proxy card
  sent to you by FMC.If you have already voted a white proxy card sent to you
  by FMC, you have every right to change that vote by simply voting a
  later-dated GOLD proxy card.If you have any questions please contact Morrow
  & Co., which is assisting us in connection with this year's Annual Meeting,
  at (800) 662-5200 or (203) 658-9400.

  On behalf of your Board, we appreciate your continued support of VIVUS.


  /s/ Leland F. Wilson
  Leland F. Wilson
  Chief Executive Officer

Deutsche Bank Securities Inc. is serving as financial advisor, Hogan Lovells
US LLP is serving as legal advisor, and Morrow & Co., LLC is serving as proxy
solicitor to the Company.

About Qsymia

Qsymia^® (phentermine and topiramate extended-release) capsules CIV is
approved in the U.S. and is indicated as an adjunct to a reduced-calorie diet
and increased physical activity for chronic weight management in adults with
an initial body mass index (BMI) of 30 kg/m^2 or greater (obese) or 27 kg/m^2
or greater (overweight) in the presence of at least one weight-related medical
condition such as high blood pressure, type 2 diabetes, or high cholesterol.

The effect of Qsymia on cardiovascular morbidity and mortality has not been
established. The safety and effectiveness of Qsymia in combination with other
products intended for weight loss, including prescription and over-the-counter
drugs, and herbal preparations, have not been established.

Important Safety Information

Qsymia (phentermine and topiramate extended-release) capsules CIV is
contraindicated in pregnancy; in patients with glaucoma; in hyperthyroidism;
in patients receiving treatment or within 14 days following treatment with
monoamine oxidase inhibitors (MAOIs); or in patients with hypersensitivity to
sympathomimetic amines, topiramate, or any of the inactive ingredients in

Qsymia can cause fetal harm. Females of reproductive potential should have a
negative pregnancy test before treatment and monthly thereafter and use
effective contraception consistently during Qsymia therapy. If a patient
becomes pregnant while taking Qsymia, treatment should be discontinued
immediately, and the patient should be informed of the potential hazard to the

The most commonly observed side effects in controlled clinical studies, 5% or
greater and at least 1.5 times placebo, include paraesthesia, dizziness,
dysgeusia, insomnia, constipation, and dry mouth.


VIVUS is a biopharmaceutical company commercializing and developing
innovative, next-generation therapies to address unmet needs in obesity, sleep
apnea, diabetes and sexual health. For more information about the company,
please visit

Certain statements in this press release are forward-looking within the
meaning of the Private Securities Litigation Reform Act of 1995 and are
subject to risks, uncertainties and other factors, including risks and
uncertainties related to the implementation of our REMS amendment and
expansion to retail distribution, the broadening payor reimbursement, the
expansion of Qsymia's primary care presence, the outcomes of our discussions
with pharmaceutical companies and our strategic and franchise-specific
pathways for Qsymia. These risks and uncertainties could cause actual results
to differ materially from those referred to in these forward-looking
statements. The reader is cautioned not to rely on these forward-looking
statements. Investors should read the risk factors set forth in VIVUS's Form
10-K for the year ending December 31, 2012, as amended by the Form 10-K/A
filed on April 30, 2013, and periodic reports filed with the Securities and
Exchange Commission. VIVUS does not undertake an obligation to update or
revise any forward-looking statements.

Important Additional Information

On June 3, 2013, VIVUS filed a definitive proxy statement and GOLD proxy card
with the SEC in connection with the solicitation of proxies for its 2013
Annual Meeting of Stockholders. Stockholders are strongly advised to read
VIVUS's 2013 proxy statement because it contains important
information.Stockholders may obtain a free copy of the 2013 proxy statement
and other documents that the Company files with the SEC from the SEC's website
at or VIVUS's website at

         Timothy E. Morris
         Chief Financial Officer        
         Investor Relations:
         The Trout Group
         Brian Korb
         Proxy Solicitor:
         Morrow & Co., LLC
         Joseph J. Mills
         Media Relations:
         Joele Frank, Wilkinson Brimmer Katcher
         Matthew Sherman
Press spacebar to pause and continue. Press esc to stop.