Alkermes Issues Letter to Shareholders Highlighting Skills and Experience of Refreshed Board of Directors
- Alkermes' board has taken actions to realign priorities and generate value for shareholders, resulting in a 49% share price increase. The board's nominees possess extensive experience and expertise critical to the company's business strategy.
- The proposed candidates from Sarissa Capital Management are not believed to bring any additive skills to the board.
Sarissa's Proposed Candidates Would Not Bring New Skills to the Board
Recommends Shareholders Vote "FOR" Alkermes' Director Nominees on Company's WHITE Proxy Card
The letter details the qualifications and experience of the Company's refreshed, highly engaged, diverse and independent board of directors (the Board), including the seven directors nominated by the Board for re-election at the Annual Meeting. The letter highlights the following:
- The Board, as currently composed, is uniquely qualified to support the advancement of the Company's strategy and long-term value creation and, since the announcement of Alkermes' Value Enhancement Plan in December 2020, has taken action to realign the Company's priorities, refine its strategic and operational focus, and effect governance changes to generate value for shareholders.
- These actions have translated to a share price increase of
49% and outperformance as compared to its peers1 by61% , the XBI biotech index by83% and the NBI biotech index by56% .2 - The seven directors nominated by the Board for re-election at the Annual Meeting bring extensive experience and deep expertise in a variety of areas that are critical to the Company's continued execution of its business strategy, including financial, capital allocation, management and governance, corporate strategy, transactional, life sciences, scientific, medical, and drug development.
- The Alkermes directors that Sarissa Capital Management LP (together with its affiliates, Sarissa) is seeking to replace (Richard Pops, Shane Cooke, and Dr. Richard Gaynor) possess a mix of broad-based medical, R&D, operational and strategic skills and experiences.
Additionally, the letter makes clear that the Board does not believe any of the three director candidates proposed by Sarissa would bring additive skills to the Board. The Board came to this conclusion following an extensive engagement with Sarissa that included numerous meetings between Sarissa and independent directors of the Board and the Board's Nominating and Corporate Governance Committee interviewing each of the Sarissa nominees.
The Board recommends that shareholders vote "FOR" all seven of the Board's director nominees – Emily Peterson Alva, Shane M. Cooke, Richard B. Gaynor, M.D., Cato T. Laurencin, M.D., Ph.D., Brian P. McKeon, Richard F. Pops and Christopher I. Wright, M.D., Ph.D. – using the Company's WHITE proxy card. The Company's definitive proxy statement and other important information and resources related to the Annual Meeting can be found at www.AlkermesValue.com or investor.alkermes.com/investor-relations.
The full text of the letter being sent to shareholders follows:
Dear Alkermes Shareholder,
The Board of Directors (the "Board") of Alkermes plc (the "Company" or "Alkermes") has taken significant actions to realign the Company's priorities, refine its strategic and operational focus, and effect governance changes to generate value for shareholders. These actions are working. Since the announcement of the Company's Value Enhancement Plan in December 2020, Alkermes' share price has increased by
Alkermes has exciting momentum across its business and is well-positioned to continue executing on its strategic priorities for the benefit of shareholders and patients. Your vote can help Alkermes maintain this positive momentum. Please use the enclosed WHITE proxy card to promptly vote "FOR" the re-election to the Board of all seven of the Company's director nominees at this year's Annual General Meeting of Shareholders (the "Annual Meeting") scheduled for June 29, 2023.
ALKERMES' REFRESHED BOARD AND ITS HIGHLY ENGAGED, DIVERSE, AND INDEPENDENT BOARD MEMBERS UNDERSCORE THE COMPANY'S COMMITMENT TO STRONG CORPORATE GOVERNANCE PRACTICES
Since 2019, Alkermes has refreshed
Upon the recommendation of its Nominating and Corporate Governance Committee, the Board has nominated seven highly qualified director nominees for re-election at the Annual Meeting. These nominees bring extensive experience and deep expertise in a variety of areas that are critical to the Company's continued execution of its business strategy, including financial, capital allocation, management and governance, corporate strategy, transactional, life sciences, scientific, medical, and drug development. In addition, three of the Board's nominees were appointed as designees of, or with the support of, Elliott or Sarissa.
Name | Qualifications and Skills |
EMILY PETERSON ALVA
DIRECTOR SINCE: MAY 2021 COMMITTEE MEMBERSHIP:
EXPERT IN HEALTHCARE M&A AND |
|
SHANE M. COOKE
DIRECTOR SINCE: MARCH 2018 COMMITTEE MEMBERSHIP: NONE
GLOBAL BIOPHARMA EXECUTIVE |
|
RICHARD B. GAYNOR, M.D.
DIRECTOR SINCE: SEPTEMBER 2019 COMMITTEE MEMBERSHIP:
BROAD RESEARCH AND DRUG |
|
DIRECTOR SINCE: NOVEMBER 2021 COMMITTEE MEMBERSHIP:
PHYSICIAN, SCIENTIST AND
|
|
BRIAN P. MCKEON
DIRECTOR SINCE: DECEMBER 2020 COMMITTEE MEMBERSHIP:
PUBLIC COMPANY FINANCE |
|
RICHARD F. POPS
DIRECTOR SINCE: SEPTEMBER 2011 LEADERSHIP: CHAIRMAN AND CEO COMMITTEE MEMBERSHIP:
INDUSTRY LEADER WITH PRACTICAL |
|
CHRISTOPHER I. WRIGHT, M.D.,
DIRECTOR SINCE: MAY 2022 COMMITTEE MEMBERSHIP:
EXTENSIVE CLINICAL, GLOBAL DRUG |
|
Under the Board's leadership, the Company has significantly expanded and grown its commercial product portfolio, advanced its neuroscience and oncology development pipeline, optimized its cost structure, implemented meaningful governance changes, and actively managed its manufacturing and royalty business, securing a recent victory in the Company's arbitration with Janssen and the reinstatement of a significant royalty stream. Alkermes has exciting momentum across the business and is well-positioned to continue executing on its strategic priorities for the benefit of shareholders and patients.
THE ALKERMES BOARD RECOMMENDS AGAINST ALL SARISSA NOMINEES
The three director candidates nominated by Sarissa would not bring additive skills to the Board. The Board arrived at this conclusion following an extensive, multi-year engagement with Sarissa that consisted of the following:
Extensive Interactions Between Sarissa and Alkermes Independent Directors and Management: Since Sarissa became a shareholder, Alkermes' leadership and Board have participated in more than 30 calls, interviews, and meetings with Sarissa, including numerous engagements with independent members of the Board. For more than a year, engagements with Sarissa have been led by Lead Independent Director Nancy Wysenski, with a majority of Alkermes' other independent directors participating in at least one or more of these engagements. In fact, Alkermes' independent directors proactively offered meetings and also met with Sarissa every time Sarissa requested a meeting.
Appointment of a Sarissa Designee to the Board: In November 2021, Alkermes and Sarissa agreed to appoint Dr. Cato Laurencin to the Board as Sarissa's designee. Dr. Laurencin has served on the Board's Nominating and Corporate Governance Committee since early 2022. After receiving a second nomination notice from Sarissa in January 2022, the Company repeatedly offered to work with Sarissa to identify another mutually agreeable director candidate, but Sarissa declined. After receiving a third nomination notice from Sarissa in 2023, the independent directors again made multiple attempts to reach an amicable and constructive resolution and avoid a contested election, which were rejected by Sarissa.
Robust Evaluation and Interviews of the Sarissa Nominees: The Nominating and Corporate Governance Committee conducted individual interviews with each of the nominees advanced by Sarissa in 2023 – Alexander Denner, Ph.D., Founder and Chief Investment Officer of Sarissa; Patrice Bonfiglio, President of Sarissa; and Sarah Schlesinger, M.D., who serves on a number of boards alongside Sarissa principals. The Nominating and Corporate Governance Committee carefully considered their candidacies in light of the Board's current composition and alignment with the Company's business strategy and the best interests of the Company's shareholders.
THE SARISSA NOMINEES WILL NOT BRING NEW OR ADDITIVE SKILLS TO THE CURRENT BOARD
ALEXANDER J. DENNER, PH.D.
|
Skills and Experience are Redundant to the Current Refreshed Board; Issues of Judgment
|
SARAH J. SCHLESINGER, M.D.
|
Skills are Redundant to the Current Refreshed Board; Not Truly Independent of Sarissa
|
PATRICE BONFIGLIO
|
Skills are Redundant to the Current Refreshed Board3; Limited Experience
|
ALKERMES' BOARD HAS THE EXPERTISE AND EXPERIENCE TO SUPPORT THE COMPANY AND ADVANCE ITS STRATEGY AND LONG-TERM VALUE CREATION
The Board is comprised of skilled and highly experienced directors who are actively engaged in oversight of the Company and the successful execution of its strategic priorities. The current directors possess significant experience and deep expertise in areas critical to the Company's continued execution of its business strategy, including neuroscience experience; finance and/or transactional experience; commercial marketing and sales experience; medical/R&D experience; and global business experience. Moreover, the directors that Sarissa is seeking to replace (Richard Pops, Shane Cooke, and Dr. Richard Gaynor) possess a mix of broad-based medical, R&D, operational and strategic skills and experiences critical to the Company's continued and successful execution of its business strategy and the creation of shareholder value.
Board Skills | |||||||
Neuroscience | Financial | Commercial | Medical | Global | |||
Current Nominees and | Emily Peterson Alva | ✓ | ✓ | ||||
Shane M. Cooke | ✓ | ✓ | ✓ | ✓ | |||
David A. Daglio | ✓ | ✓ | |||||
Richard B. Gaynor, M.D. | ✓ | ✓ | ✓ | ||||
Cato T. Laurencin, M.D., Ph.D. | ✓ | ✓ | |||||
Brian P. McKeon | ✓ | ✓ | |||||
Richard F. Pops | ✓ | ✓ | ✓ | ✓ | |||
Nancy L. Snyderman, M.D. | ✓ | ||||||
Frank Anders Wilson | ✓ | ✓ | |||||
Christopher Wright, M.D., Ph.D. | ✓ | ✓ | ✓ | ✓ | |||
Nancy J. Wysenski | ✓ | ✓ | |||||
Sarissa Nominees | Alex J. Denner, Ph.D. | ✓ | |||||
Sarah J. Schlesinger, M.D. | ✓ | ||||||
Patrice Bonfiglio | ✓ |
THE FACTS FOR ALKERMES' SHAREHOLDERS ARE CLEAR, DESPITE MISLEADING CLAIMS FROM SARISSA
You may have received materials from Sarissa. These contain numerous inaccurate and misleading statements and mischaracterizations.
It's important to know the facts about your vote. Consider the following:
- Alkermes already has a strong investor and shareholder perspective represented on the Board. It also has four designees appointed with support of shareholders, including one director designated by Sarissa, one director designated by Elliott, and two directors appointed with the support of Elliott.
- Since the Company's commitment in December 2020 to its Value Enhancement Plan and establishment of profitability targets, the Board and management have been focused on operational efficiency, disciplined and risk-adjusted capital allocation, and profitability, and have created significant shareholder value.
- Alkermes has proven the success of its R&D capabilities with two recent approvals of internally developed products, LYBALVI® and VUMERITY®, and its advancement of nemvaleukin alfa into potential registrational studies and its orexin 2 receptor agonist candidate into phase 1 clinical studies.
- Alkermes is unlocking value from its R&D success through multiple levers, including the ongoing commercialization of LYBALVI and VUMERITY, a product developed entirely by Alkermes and licensed to Biogen for commercialization. In 2022, LYBALVI and VUMERITY generated
in net sales and$649 million in revenue to Alkermes. In addition, the Company is in the process of separating its oncology business, which is expected to be completed in the second half of 2023.$212 million - Alkermes has developed unique capabilities in the manufacture of products, such as ARISTADA INITIO®, ARISTADA®, and VIVITROL®, using its proprietary NanoCrystal®, LinkeRx® and microsphere technologies.
- Alkermes' sophisticated psychiatry commercial infrastructure and significant overlap in prescriber universe drives significant operating leverage, enabling Alkermes to maximize its prescriber marketing and sales efforts with the expenditure of fewer commercial resources.
- Alkermes Board and management took action to realign the Company's priorities, refine its strategic and operational focus, and effect certain governance changes before Sarissa even became a shareholder.
PLEASE VOTE USING THE COMPANY'S WHITE PROXY CARD TODAY
The Board has nominated seven director nominees for re-election to the Board at the Annual Meeting: Emily Peterson Alva, Shane M. Cooke, Richard B. Gaynor, M.D., Cato T. Laurencin, M.D., Ph.D., Brian P. McKeon, Richard F. Pops and Christopher I. Wright, M.D., Ph.D. The Board recommends that shareholders vote 'FOR' all seven of the Board's director nominees using the WHITE proxy card. The Company's definitive proxy statement and other important information and resources related to the Annual Meeting can be found at www.AlkermesValue.com.
There are three easy ways to vote:
BY INTERNET | BY TELEPHONE | BY MAIL |
Visit the website shown on your |
Dial the toll-free number shown on |
Mark, date, sign and return the |
If you inadvertently voted using Sarissa's blue proxy card, you can change your vote by voting again using the Company's WHITE proxy card. Alkermes urges you to discard any blue proxy card and other proxy materials you may receive from Sarissa and to only vote using the Company's WHITE proxy card.
If you have any questions about how to vote your shares, or need assistance in voting, please contact the firm assisting Alkermes with the solicitation of proxies for the Annual Meeting:
Innisfree M&A Incorporated
Toll-Free at (877) 750-8334 (toll-free for those calling from the
+1 (412) 232-3651 (for those calling from outside the
To learn more about Alkermes' Board, business strategy, and strong recent performance, please visit www.AlkermesValue.com.
Alkermes looks forward to communicating with you further as the Annual Meeting approaches, and as always, appreciates your continued support.
Sincerely,
The Alkermes Board of Directors
About Alkermes plc
Alkermes plc is a fully-integrated, global biopharmaceutical company developing innovative medicines in the fields of neuroscience and oncology. The Company has a portfolio of proprietary commercial products focused on alcohol dependence, opioid dependence, schizophrenia and bipolar I disorder, and a pipeline of product candidates in development for neurological disorders and cancer. Headquartered in
Forward-Looking Statements
Certain statements set forth in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning the Company's expectations concerning its future financial and operating performance, business plans or prospects, including its ability to execute on its strategy, create and deliver growth and shareholder value and achieve profitability; expectations regarding the timing and anticipated benefits of the planned separation of the Company's oncology business; and the therapeutic and commercial potential of the Company's products. The Company cautions that forward-looking statements are inherently uncertain. The forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Actual performance and results may differ materially from those expressed or implied in the forward-looking statements due to various risks and uncertainties, including that the Company may not ultimately separate its oncology business during 2023 or at all; the Company may not successfully execute its strategic priorities or be able to achieve long-term profitability or its profitability targets in a timely manner or at all; planned clinical development activities may not be completed on time or at all; the results of the Company's development activities may not be positive, or predictive of final results from such activities, results of future development activities or real-world results; the FDA or regulatory authorities outside the
Important Additional Information and Where to Find It
The Company has filed its definitive proxy statement, accompanying WHITE proxy card and other relevant documents with the SEC in connection with the solicitation of proxies for the Annual Meeting. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, AND THE ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company with the SEC free of charge from the SEC's website at www.sec.gov. In addition, copies will be available at no charge by visiting the "Investors" section of the Company's website at www.alkermes.com, as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC.
Contacts:
For Investors: Sandy Coombs, +1 781 609 6377
For Media: Katie Joyce, +1 781 249 8927
Or
FGS Global
Chris Kittredge / Zachary Tramonti
alkermes@fgsglobal.com
1 Peers include: Acadia Pharmaceuticals Inc., Alnylam Pharmaceuticals, Inc., Blueprint Medicines Corporation, Emergent BioSolutions Inc., Exelixis, Inc., Incyte Corporation, Ionis Pharmaceuticals, Inc., Ironwood Pharmaceuticals, Inc., Jazz Pharmaceuticals plc, Neurocrine Biosciences, Inc., PTC Therapeutics, Inc., Sage Therapeutics, Inc., Sarepta Therapeutics, Inc., Ultragenyx Pharmaceutical Inc., United Therapeutics Corporation. |
2 Share prices from 12/9/2020, the last trading day before Alkermes announced its Value Enhancement Plan, through 2/3/2023, the last trading day prior to Sarissa's Schedule 13D/A disclosing its notice of director nominations. |
3 Peers include: Acadia Pharmaceuticals Inc., Alnylam Pharmaceuticals, Inc., Blueprint Medicines Corporation, Emergent BioSolutions Inc., Exelixis, Inc., Incyte Corporation, Ionis Pharmaceuticals, Inc., Ironwood Pharmaceuticals, Inc., Jazz Pharmaceuticals plc, Neurocrine Biosciences, Inc., PTC Therapeutics, Inc., Sage Therapeutics, Inc., Sarepta Therapeutics, Inc., Ultragenyx Pharmaceutical Inc., United Therapeutics Corporation. |
4 Share prices from 12/9/2020, the last trading day before Alkermes announced its Value Enhancement Plan, through 2/3/2023, the last trading day prior to Sarissa's Schedule 13D/A disclosing its notice of director nominations. |
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SOURCE Alkermes plc
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