Market Overview

VIVUS Mails Letter to Stockholders In Response to First Manhattan Claims


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 mailed a letter to stockholders in connection with the Company's 2013 Annual Meeting of Stockholders, which will be held on July 15, 2013.

The full text of the letter follows.

Dear VIVUS Stockholder:

We appreciate your continued patience amidst the recent blizzard of letters and press releases. We view the campaign by First Manhattan Co. ("FMC") to replace VIVUS's entire Board and management team to be a serious threat to VIVUS and the value of your investment. It is our obligation to you as your fiduciaries to prevent this from happening.

FMC appears to claim that if stockholders elect its director nominees, Qsymia® (phentermine and topiramate extended-release) capsules CIV will be an instant success. In our view, there are no shortcuts to unlocking the value represented by Qsymia. Furthermore, FMC's "plan" is woefully short on details and contains ideas no different from what the VIVUS Board and management team are already implementing or executing. Sam Colin is an investor who has never run a pharmaceutical company and his hand-picked slate of director nominees lack executive experience in pharmaceutical commercialization. We believe that the election of the FMC slate will result in FMC's nominees spending an unnecessary six months to a year studying what to do, before concluding that VIVUS is already on the right path to maximize stockholder value. In the meantime, competing drugs will have been launched into the marketplace and commercialized, and will perhaps have gained an insurmountable advantage. We believe that by electing FMC's slate, the Qsymia opportunity likely will have been missed.

Remember, under the direction of your current Board, VIVUS's management team developed and won FDA approval for Qsymia in 2012. Since then, your management team has worked tirelessly to increase awareness and access, the two main barriers to unlocking Qsymia's value. In particular, we have made significant progress in establishing obesity as a drug treatment category and broadening reimbursement coverage. Despite FMC's disruptive efforts, your Board and management team have made meaningful progress that is positioning us to grow stockholder value. In the last two weeks alone, we announced that SPEDRA™ (avanafil) (the EU name for STENDRA™) has been approved in Europe, and we announced that Qsymia is available in approximately 8,000 certified retail pharmacies ahead of schedule.

It is important to remember that it is the current VIVUS Board and management team that has the institutional knowledge of Qsymia. It is the current VIVUS management that has been dealing with, and has achieved the important modification of, the highly restrictive REMS for Qsymia. And it is the current VIVUS management that has the valuable relationships with regulators, medical associations, payors, policy makers, medical thought leaders, prescribing physicians, and most critically at this juncture, potential partners/acquirers. A complete turnover of the VIVUS Board and management team at this time will significantly jeopardize these important relationships and further delay the success of Qsymia.

Qsymia is a unique product, and we are confident that it will be a top-selling drug. Your Board and current management team have accomplished a great deal in laying the groundwork for significant sales growth, which we expect to achieve in the second half of this year. As mentioned, there are no shortcuts to realizing Qsymia's value.

We are asking for your support by voting to re-elect the current Board. Your vote is extremely important, no matter how many or how few shares you own. Protect your investment in VIVUS by voting the GOLD proxy card today.

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. Please review our proxy materials and other stockholder communications at

The fate of the Qsymia opportunity is at stake.


The VIVUS Board of Directors

If you have any questions, or would like assistance in voting your GOLD proxy card please contact:

MORROW & CO., LLC Call Toll Free: (800) 607-0088 Call Collect: (203) 658-9400 E-mail:

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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