VIVUS, Inc.
VVUS, a biopharmaceutical company commercializing and developing
innovative, next-generation therapies to address unmet needs in obesity, sleep
apnea, diabetes and sexual health, today confirmed that affiliates of First
Manhattan Co., which disclosed beneficial ownership of approximately 8.8% of
the outstanding shares of VIVUS, submitted to the Company a notice of
nomination of six director candidates to stand for election to the VIVUS Board
of Directors at the Company's 2013 Annual Meeting of Stockholders. VIVUS
stockholders are not required to take any action at this time.
The Company will review First Manhattan's notice to ensure it complies with
the Company's governing documents and applicable law. The Company's Board of
Directors and Nominating and Governance Committee will consider the
nominations in due course.
VIVUS issued the following statement:
The VIVUS Board of Directors and management team are committed to acting in
the best interests of the Company and all VIVUS stockholders and we have had
an open dialogue with First Manhattan since we first became aware of its
investment in our company.
The VIVUS Board and management team are committed to building value for all
stockholders. The Board is actively engaged in overseeing management's
execution of the Company's stated strategy of capitalizing on the large and
growing opportunities for its Qsymia^® and STENDRA^™ franchises. VIVUS is
executing the initial phases of its launch and commercialization strategy
and successfully expanding the clinical awareness and acceptance of Qsymia
as the Company pursues opportunities to expand patient access to this
best-in-class therapeutic. VIVUS also continues to make meaningful progress
in obtaining additional reimbursement coverage. VIVUS believes in the value
of its franchises, and the Company's 2013 goals are to continue expanding
access, through REMS modification, as well as reimbursement for Qsymia, and
securing partnerships for STENDRA. The Board is confident that the
achievement of these objectives will create value for all VIVUS
stockholders.
VIVUS noted that its Board of Directors comprises six highly qualified and
experienced directors, four of whom are independent, including the Chairman
of the Board, and all of whom are elected annually. VIVUS's directors are
proven business leaders with a broad range of management, financial,
clinical, and operational experience, as well as expertise in the
biopharmaceutical industry and other areas important to VIVUS. VIVUS has
added three new directors to the Board since 2008, including one within the
last twelve months.
The Company will present its recommendation with respect to the election of
directors in its proxy statement to be filed with the Securities and Exchange
Commission.
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.
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