VIVUS Confirms Receipt of Notice of Nomination from First Manhattan Co.
VIVUS, Inc. (Nasdaq: 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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