Amarin Corporation Plc · NASDAQ:AMRN
Amarin — Amarin Corp Plc\uk — Proxy Contest (February 2023)
109 slides from Amarin's proxy contest presentation, Feb 2, 2023
Slide 1: Amarin Investor Presentation February 2023
SARISS, 5A CAP ITAL MANAGEMEN T Amarin Investor Presentation February 2023
Slide 2: Amarin: Company Background
Amarin: Company Background 2 Headquartered in UK, Amarin is a global biopharma company with one marketed drug Vascepa/Vazkepa for cardiovascular disease Financial Summary Business Overview 2013: US launch of Vascepa to treat severe hypertriglyceridemia 2019: FDA grants Vascepa label expansion for ca
Slide 3: Amarin is a tale of two geographies
Amarin is a tale of two geographies Jan. 2013: US launch of Vascepa for severe hypertriglyceridemia Dec. 2019: FDA expanded label to include cardiovascular risk reduction benefit March 2020: Amarin lost patent lawsuit Nov. 2020: Generics entered the US market Today: Revenues have meaningfully declin
Slide 4: Sarissa Capital has best-in-class expertise in shareholder engagement in healthcare
Sarissa Capital has best-in-class expertise in shareholder engagement in the healthcare sector 4 A bottom-up approach focusing on high quality drugs at deep value entry points. Actively works to execute an operational turnaround often through board influence and shareholder support Investment Proces
Slide 5: Sarissa has a history of creating value for shareholders in the healthcare space
Sarissa has a history of creating value for shareholders in the healthcare space 5 Acquired 2020, $9.7 Bn Acquired 2018, $11.6 Bn Acquired 2017, $5.2 Bn Acquired 2014, $3.85 Bn Position initiated 2015 Sarissa joined board 2016 Chairman of the Board 2018 - 2020 Position initiated 2017 Sarissa joined
Slide 6: Vote the BLUE proxy card for change at Amarin
VOTE THE BLUE PROXY CARD FOR CHANGE AT AMARINDO NOT VOTE the WHITE proxy cardVote “FOR” the election of Sarissa nominees Vote “FOR” the removal of Chairman Per Wold-Olsen The General Meeting of Amarin shareholders is scheduled for February 28, 2023, BUT IN ORDER FOR YOUR VOTE TO BE VALID SARISSA MUS
Slide 7: Summary: Amarin has a track record of destroying shareholder value
Summary Amarin has a track record of destroying shareholder value Amarin overpromised and underdelivered again in 2022 Amarin has demonstrated poor capital allocation and may further dilute shareholders Governance at Amarin run by Chairman Wold-Olsen fails shareholders Removing Chairman Wold-Olsen a
Slide 8: Vascepa proven to reduce cardiovascular events in patients on statins
8 MACE defined as: cardiovascular death, nonfatal myocardial infarction, nonfatal stroke, coronary revascularization, or unstable angina Source: Vascepa FDA Label, NEJM 2019 Only 21 patients need to be treated to avoid a potentially disabling and expensive cardiovascular event! Vascepa proven to mea
Slide 9: CVD prevention is a large market opportunity
CVD prevention is a large market opportunity 9 *2022 Entresto worldwide sales AMRN January 2019 Presentation. 1) Adapted from Heron M, Anderson RN. NCHS Data Brief. 2016;(254):1-8. Figure 1: Number of deaths due to heart disease and cancer: United States, 1950-2014. 2) KochanekKD et al. NCHS Data Br
Slide 10: Amarin has destroyed meaningful shareholder value
Amarin has unfortunately destroyed meaningful shareholder value 10 Effective Drug with Massive Market Massive ongoing value destruction by Amarin “AMRN will be held forth as the perfect example of how a wondrous product can be destroyed by totally incompetent management.” - Physician and shareholder
Slide 11: Amarin shareholders have lost a lot of money since FDA approval for CVD prevention
Amarin shareholders have lost a lot of moneysince FDA approval for CVD prevention 11 Sept. 2018: REDUCE-IT Study Results Announced Dec. 2019: FDA Vascepa label expanded *Total return calculated between Dec 13, 2019 (date of FDA label expansion for Vascepa) and Jan 31, 2023 -92% Total Return!* -$7.9b
Slide 12: Amarin has massively underperformed the biotech index
Amarin has massively underperformed the biotech index since label expanded to include outcomes benefit 12 *Price return calculated between Dec 13, 2019 and Jan 31, 2023 IBB Performance +13.2% AMRN Performance -92.3% Price Performance since Vascepa Outcomes Label Expansion on December 13, 2019 Differ
Slide 13: In 2022 alone, shareholders lost >$840M as the stock dropped >64%
In 2022 alone, shareholders lost >$840 M as the stock dropped >64% 13 *Total return and market cap change calculated from 12/31/2021 to 12/30/2022 -64% Total Return!*
Slide 14: Amarin should align pay with performance
14 Amarin should align pay with performance How much should have shareholders paid (and pay) for the performance in recent years? Source: Amarin Corporate Filings DEF 14A May 24, 2022
Slide 15: Amarin has always run negative cash flows from operations
Amarin has always run negative cash flows from operations since its drug was approved in 2012 15 *2022 revenue based on midpoint of Amarin guidance and cash flows from operation based on estimates from Amarin as of 1/10/23 Approximate cash spend Perpetually running an unprofitable company is NOT sus
Slide 16: Amarin's subscale commercialization strategy is flawed
Amarin’s subscale commercialization strategy is flawed and destroys shareholder capital 16 Just in adult primary care, ~240k doctors in US Large number Large marketing infrastructure becomes an unavoidable “fixed” cost! Source: AAMC Physician Specialty Data Report 2019 https://www.aamc.org/data-repo
Slide 17: Pharma companies leverage their salesforce with multiple drugs
Pharma companies leverage their salesforce by giving sales reps multiple drugs to sell 17 More efficient use of salesforce Sales rep A (Amarin) Sales rep B Amarin commercializing only one drug is inefficient
Slide 18: Large pharma benefits from economies of scale
Large pharmaceutical companies benefit from economies of scale, leaving smaller companies like Amarin at a disadvantage 18 Source: Bloomberg (2/1/23) >300 fold! Hence, large pharma has historically commercialized cardiovascular medicines, such as Lipitor, Entresto, etc.
Slide 19: Subscale commercial infrastructure destroys shareholder capital
Maintaining a subscale commercial infrastructure destroys shareholder capital 19 *Average of Bloomberg consensus estimates (2/1/23) Another company already in primary care and cardiology would likely need little incremental expense to sell Vascepa
Slide 20: Fear management will destroy further value via business development
Given Amarin’s blunders, we fear management will destroy further value in trying to create scale via business development 20 Source: Jefferies LLC London Healthcare Conference 2022 and JP Morgan 41st Annual Healthcare Conference 2023 Broker conference (1/2023) Broker conference (11/2022) Given Amari
Slide 21: In 2022, Amarin continued to make missteps
In 2022, Amarin continued to make missteps and waste shareholder capital 21 Source: Company Filing 1/12/23 *Estimated with 9 months Cash Flows from Operations from financial statements and preliminary 4Q22 cash burn These statements are gravely concerning because they reflect a total lack of underst
Slide 22: Amarin's board needs shareholder representation
Amarin’s board needs shareholder representation to prevent further destruction of shareholder value 22
Slide 23: Summary: Amarin has a track record of destroying shareholder value
Summary Amarin has a track record of destroying shareholder value Amarin overpromised and underdelivered again in 2022 Amarin has demonstrated poor capital allocation and may further dilute shareholders Governance at Amarin run by Chairman Wold-Olsen fails shareholders Removing Chairman Wold-Olsen a
Slide 24: After Chairman Wold-Olsen joined the board, missteps continued
After Chairman Per Wold-Olsen joined the board in January 2022, Amarin’s missteps continued 24 -44% Price Return* *Price return calculated between Jan 10, 2022 and Jan 31, 2023 Jan 2022: PerWold-Olsen appointed to Board as Director May 2022: Per-Wold-Olsen named Chairman of the Board
Slide 25: Amarin adapted slowly to changing market dynamics in US
Amarin adapted slowly to changing market dynamics in US, even after 2 generics launched March 2020 - AMRN loses patent lawsuit in Nevada District Court September 2020 – AMRN loses patent appeal at US Court of Appeals November 2020 – launch of 1st generic by Hikma June 2021 – launch of 2nd generic by
Slide 26: Amarin was aware of additional potential generic launches
Amarin was fully aware of additional, potential (3rd and 4th) generic launches lurking 26 Amarin 10-Q (November 2021) The potential for a third and fourth generic entrant, FDA approved in September 2020 and June 2021 respectively, was clear to even Amarin
Slide 27: Amarin understood the disruptive potential of generic competition
Amarin fully understood the disruptive potential from increasing generic competition 27 Amarin 10-Q (November 2021) – Risk Factors
Slide 28: Third generic manufacturer entered the market and was disruptive
In January 2022, a third generic manufacturer entered the market and was quickly disruptive 28 Amarin management – 1Q22 earnings call Lo and behold, as expected, third generic entrant “adversely impacted the volume as well as the net pricing of branded VASCEPA”
Slide 29: Amarin took months to announce cost reduction plan
Despite new market dynamics, Amarin took 6 months to announce cost reduction plan 29 January 2022: 3rd generic entrant June 2022: “Comprehensive Cost Reduction Plan” 6 months! The delayed response to a foreseeable event led to the destruction of shareholder capital
Slide 30: Amarin was still hiring sales reps in April 2022
Amarin was still hiring new sales reps on LinkedIn in late April 2022 30 Source: LinkedIn website, accessed on May 13, 2022
Slide 31: Interviewing of candidates in April 2022 confirmed by Glassdoor
Interviewing of candidates in April 2022 confirmed by Glassdoor 31 Source: Glassdoor website, accessed in December 2022
Slide 32: With Teva's fourth generic launch, concern about slow response
With Teva’s launch of a fourth generic Vascepa, shareholders are concerned Amarin’s response will again be slow and insufficient 32 Fourth generic launch Shareholders’ concern that Amarin is again not ready with a plan Z z z Z z z Z z z
Slide 33: Leadership overpromises and underdelivers on international launches
Meanwhile, leadership overpromises and underdelivers on international launches - goal posts continue to shift 33 *Source: AMRN First Quarter 2022 and J.P. Morgan Healthcare Conference 2023 Presentation First Quarter 2022 Presentation J.P. Morgan 2023 Healthcare Conference Israel is one of many count
Slide 34: The promised China Vascepa approval hasn't occurred
The “promised” China Vascepa approval hasn’t occurred for 2 years 34 Amarin Full Year 2020 Earnings (February 2021) Amarin Full Year 2021 Earnings (March 2022) It’s 2023… Vascepa is still not approved in China Source: Company earnings
Slide 35: Management stretching the definition of international approvals
And in touting 2022 progress, management is really stretching the definition of “international” approvals 35 Sources: AMRN First Quarter 2022 and January 10, 2023 Press Release; FDA Website Amarin January 10, 2023 Press Release ? ? ? As FDA responsibilities include Puerto Rico and FDA extended Vasce
Slide 36: Switcheroos by management hide lack of international progress
“Switcheroos” by management to hide their lack of international progress are insincere 36 Sources: AMRN First Quarter 2022 and January 10, 2023 press release Amarin First Quarter 2022 Presentation Amarin January 10, 2023 Press Release Geographies don’t match up… (Puerto Rico, aside)
Slide 37: Amarin behind schedule on launch of Vazkepa in Europe
Amarin behind schedule on launch of Vazkepa (aka Vascepa) in Europe, key market after US 37 “In Europe, we are on-track to deliver on our commitment to obtain pricing and reimbursement approval in up to eight European markets and to launch in up to six European markets this year [2022]…” Karim Mikha
Slide 38: Amarin pledged up to eight EU reimbursement decisions but achieved three
In 2022, Amarin pledged up to 8 EU reimbursement decisions but achieved only 3 national reimbursements 38 “In Europe, we are on-track to deliver on our commitment to obtain pricing and reimbursement approval in up to eight European markets and to launch in up to six European markets this year [2022]
Slide 39: Key markets in Europe (EU5)
Traditionally, 5 key markets in Europe (EU5) 39 Germany France United Kingdom Spain Italy 68.5M 84.2M Source: census.gov/popclock/world 68.1M 61M 47.2M Population
Slide 40: Amarin failed to achieve reimbursement in Germany
Amarin failed to achieve reimbursement in Germany, typically one of the largest markets in Europe 40 Source: AMRN 8K August 19, 2022
Slide 41: France pricing decision potentially delayed until 2024
Although EMA approved in 2021, the pricing decision and publication in France (another large market) looks potentially delayed until 2024 41 J.P. Morgan Healthcare Conference Presentation, January 2023 *Source: AMRN J.P. Morgan 2023 Presentation (January 2023) The appearance of “2024” is surprising,
Slide 42: Two years after approval, little visibility into European revenues
Almost two years have passed since Vazkepa’s approval in Europe and investors still have little visibility into future European revenues 42 March 2021 European approval of Vazkepa January 2023 Investors extrapolating from latest datapoint: 3Q22 European revenue of $0.7 M Roughly 2 years! Delay = des
Slide 43: Amarin couldn't convince Germany to reimburse the drug
In Europe, Amarin couldn’t convince Germany to reimburse a life-saving and cost-saving drug 43 Amarin 2Q22 Earnings *“No” in German Germany historically is a top revenue generating country for pharmaceuticals in Europe “Nein”*
Slide 44: Management blames everyone except itself for German launch failure
Management blames everyone and everything except itself for the German launch failure 44 UK Launch Ongoing Amarin 1Q22 Earnings - May 2022 J.P. Morgan Healthcare Conference Presentation - January 2023 Although reimbursement discussions are complex, management deserves some responsibility for the reg
Slide 45: Negotiation focused on maximizing price per patient
Amarin’s negotiation focused on maximizing price per patient which failed to convince German payors 45 We think you should pay us $$$ for each dose of drug No, thank you Note, not an actual depiction of the discussion Germany Amarin at broker conference – November 2022 Ultimately, negotiations faile
Slide 46: Single-payor countries are incentivized to reduce health costs
Countries with single-payor systems, including Germany, are incentivized to reduce economic health costs Unlike the U.S., many countries have a one payor system that is responsible for the entire lifetime healthcare costs of their citizens Any improvement in the health of their citizens is an econom
Slide 47: Amarin should pursue a population-based health approach
Amarin should pursue a more compelling population based health approach for single payor systems, including Europe 47 Annual licensing fee replaces current maximum tolerated price approach Ex: New “Netflix subscription” for the entire country Health benefits and financial savings Population based he
Slide 48: A subscription revenue model unlocks value
A subscription revenue model unlocks value for patients, countries, and biopharma company 48 Subscription Pricing Model Traditional Pay Per Use Single payor countries know how much cardiovascular disease costs their economies Helps single payor healthcare systems budget costs Low cost to treat an ad
Slide 49: Framing health economic savings helps governments understand value
Framing the health economic savings helps governments understand the value proposition 49 Germany spent >€28 billion on cardiovascular disease (CVD) in 2015.* For an annual licensing fee, at a fraction of what Vazkepa will save you in CVD cost, we will supply Vazkepa to your country. Wow, for a know
Slide 50: Case Study: The Medicines Company
Case Study: The Medicines Company, a prior Sarissa portfolio company, had a very similar profile as Amarin 50 Single asset company Novel cardiovascular disease drug Small company attempting to commercialize in a massive market Sarissa board membership Innovative commercialization strategy Significan
Slide 51: The Medicines Company thought outside the box
To commercialize a cardiovascular drug, The Medicines Company thought outside the box 51
Slide 52: Groundwork for population health program with UK's NHS
The Medicines Company laid the groundwork for population health program with UK’s National Health Service (NHS) 52 The Medicines Company signed Memorandums of Understanding (MOUs) in January 2020 for a collaboration with the UK’s NHS immediately after it was acquired by Novartis Source: Novartis pre
Slide 53: Sarissa and The Medicines Company timeline
53 Sarissa initiates a position Board reconstituted Sarissa’s Alex Denner named Chairman of the Board Novartis announces MDCO acquisition at $85 per share (Sarissa average cost basis ~$27 per share) Sarissa joins the Board New CEO appointed MDCO announces sale of its infectious disease business MDCO
Slide 54: Repeated discussions of The Medicines Company fell on deaf ears
Our repeated discussions of The Medicines Company as a case study fell on deaf ears 54 In multiple discussions with Amarin, we explained how our efforts at The Medicine Company led to a resounding success for shareholders and how lessons from our experience are very applicable at Amarin
Slide 55: Summary: Amarin has a track record of destroying shareholder value
Summary Amarin has a track record of destroying shareholder value Amarin overpromised and underdelivered again in 2022 Amarin has demonstrated poor capital allocation and may further dilute shareholders Governance at Amarin run by Chairman Wold-Olsen fails shareholders Removing Chairman Wold-Olsen a
Slide 56: Operational blunders have weakened Amarin's cash coffers
Management’s operational blunders have weakened Amarin’s cash coffers 56 Bloated expenses Poor Working Capital Management Slow to cut U.S. costs Subscale business
Slide 57: Negative free cash flows despite growing revenues since 2012
Amarin has negative free cash flows despite significantly growing revenues since 2012 57 Management spends money faster than they make it. Perpetually running an unprofitable company is NOT sustainable Vascepa first approved in 2012 *2022 revenue based on midpoint of Amarin guidance and free cash fl
Slide 58: Management preoccupied with positive contribution margin in US
As company burns through cash, management preoccupied with “positive contribution margin” in US 58 Amarin management – 2022 Source: J.P. Morgan 2022 Conference Call and Company Earnings 3Q22
Slide 59: Contribution margin obfuscates true condition of US business
“Contribution margin” obfuscates true condition of US business and free cash flow to shareholders 59 Does Amarin include restructuring of cost of goods? General and administrative expenses not included Are salesforce restructuring expenses included? Ignores net working capital changes R&D spend not
Slide 60: Shareholders care about return on investment and cash from US
What shareholders care about is maximizing return on investment and cash extracted from US business, not “positive contribution margin” 60 “Positive contribution margin” touted by management Amarin maximizing cash from US business and its return on investment Shareholders prefer that Amarin maximize
Slide 61: Changes in net working capital are important to free cash flow
Changes in net working capital are important to free cash flow. Ex, Amarin slow to manage inventory 61 * Based on Amarin corporate estimates Amarin dilly-dallied for years, only amending its supply agreements in 3Q22. Meanwhile, cash is being burned for unused inventory Accumulating unnecessary inve
Slide 62: New inventory line item on the balance sheet in 4Q21
In fact, there was so much inventory that Amarin created a new line item on the balance sheet in 4Q21 62 Previously, no such line item This Photo by Unknown Author is licensed under CC BY-SA Source: Company filings. 2021 10-K
Slide 63: Concern about company's cash runway
Given Amarin’s poor track record of cash management and slow, reactive approach, Sarissa is concerned about company’s cash runway 63 Amarin 2021 Fourth Quarter Earnings Press Release – March 2022 Amarin 2022 First Quarter Press Release – May 2022 Amarin 2022 Third Quarter Press Release – October 202
Slide 64: Sarissa does not trust management to manage cash for EU launch
Sarissa does not trust management to prudently manage cash to support the EU launch 64
Slide 65: Any equity raise would severely dilute existing shareholders
Any equity raise would severely dilute existing shareholders 65 Equity Raise Existing Shareholders Before Existing Shareholders After
Slide 66: Shareholder representation needed for better capital allocation
Sarissa believes having shareholder representation on the board is needed to oversee better capital allocation decisions 66 Shareholder Capital
Slide 67: Summary: Amarin has a track record of destroying shareholder value
Summary Amarin has a track record of destroying shareholder value Amarin overpromised and underdelivered again in 2022 Amarin has demonstrated poor capital allocation and may further dilute shareholders Governance at Amarin run by Chairman Wold-Olsen fails shareholders Removing Chairman Wold-Olsen a
Slide 68: Board praises and rewards management for destroying value
-64% Total Return!* When the board praises and rewards management for destroying value, the board truly has forsaken shareholders 68 “As a Board, we’re holding the team accountable to the highest level of operational excellence. And our assessment is that this team is delivering.” Chairman Per Wold-
Slide 69: Management compensation insensitive to shareholder returns
Management compensation has been insensitive to shareholder returns 69 Source: Amarin DEF14A May 24, 2022 We doubt management shared in the shareholders’ pain in 2021
Slide 70: CEO compensation unlikely to reflect poor performance
We doubt CEO Karim Mikhail’s compensation will fully reflect the poor performance under his watch 70 2022 ? 2022 Total Return** -64% *Total return and market cap change calculated from 7/30/2021 to 12/31/2021 **Total return and market cap change calculated from 12/31/2021 to 12/30/2022 2021 Total Re
Slide 71: Directors continue to pay themselves handsomely
As shareholders have suffered, directors continue to pay themselves handsomely 71 New board members are gifted $540K equity awards (options and RSUs at $0/share) on joining Source: Company filings. Form 4 (11/2/2022)
Slide 72: Directors have purchased few shares
Even with stock trading down to ~$1/share, Amarin directors personally have purchased few shares 72 Personal purchases by directors are important signals that they believe in the company, their leadership and strategy – also known as “skin in the game”
Slide 73: Shareholders disillusioned, as shown by annual meeting vote
Shareholders are disillusioned with current board and leadership, as evidenced by the recent annual meeting vote 73 Source: Amarin’s 8-K (6/30/22) (Votes Against + Abstentions) (Votes Cast) 49.8% 48.4% 49.1% 49.4% Amarin 2022 Annual Meeting Results = ~50%
Slide 74: Board does not appear to value shareholder opinions
Amarin board does not appear to value opinions of the shareholders they represent Paraphrase of our interactions with multiple Amarin directors: 74 Sarissa: Shareholders are very unhappy with the current board. We have heard from many of them. Amarin directors: They are mostly retail. Sarissa: The d
Slide 75: Shareholder representatives need to be added to the board
To better align the board with shareholder interests, shareholder representatives need to be added to the board 75 Provide financial discipline and oversight Require that spending be justified as a driver of shareholder value Improve corporate governance Advocate for shareholder interests
Slide 76: Sarissa is the largest shareholder, owning ~17x shares of independent directors
Sarissa is the largest shareholder and owns ~17x shares of independent directors at Amarin 76 76 *As of January 23, 2023 according to company filing on 1/31/2023 25,210,000 Sarissa purchased its shares, unlike the independent board members to whom most of shares granted as directors Shares beneficia
Slide 77: Shareholders are incentivized to maximize shareholder value
Shareholders, like us, are strongly incentivized to maximize shareholder value 77
Slide 78: Sarissa has a track record of creating value in cardiovascular space
Sarissa has a track record of creating value, including in the cardiovascular space 78 The Medicines Company (MDCO) chart January 2015 to acquisition in January 2020 ~$8 Bn of value created for shareholders* Data from Jan 2015 to Nov 2019. *$8 Bn represents difference in market cap from initial inve
Slide 79: Board never reached out to Sarissa on refreshment process
Amarin board never reached out to its largest shareholder Sarissa for input on its refreshment process October 2021 – Amarin begins board refreshment process November 2021 – Sarissa’s position in Amarin made public Amarin never reached out to Sarissa to discuss board refreshment 79 Amarin exhibits a
Slide 80: Timeline of Sarissa and Amarin board interactions
80 5/5/22 – Sarissa expressed increasing frustration with Amarin’s board and mgmt and Sarissa’s desire to add Sarissa representatives to the board 8/6/22 – AMRN confirmed third round of interviews (with Kristine Peterson) for August 17-24 10/20/22 – AMRN informed Sarissa that no Sarissa nominees wil
Slide 81: Dawdling interview process vs swift responses to Sarissa press releases
The dawdling board interview process contrasted sharply with the swiftness the board has responded to Sarissa press releases 81 < 9 hours Source: Company and Sarissa Press Releases
Slide 82: Board refuses to add shareholder representatives
Amarin board refuses to add shareholder representatives to board in favor of their own candidates 82 Amarin is refusing to add their largest shareholder, one with a track record of creating significant value in cardiovascular drug companies, such as The Medicines Company, to their board By refusing
Slide 83: Board adamant to keep Sarissa principals out of the boardroom
Per and the Amarin board are adamant to keep Sarissa principals and other shareholders out of the boardroom 83 Chairman Wold-Olsen through advisors has recently asked to interview two of Sarissa’s nominees due to the “profile” or “experience” of those candidates. Sarissa agrees that its nominees are
Slide 84: Amarin has wasted >$4 million to keep Sarissa off the board
84 Source: Amarin Definitive Proxy January 31, 2023 Amarin has already wasted >$4 MILLION of the company’s precious capital and is planning to waste >$7 MILLION total shareholder capital to keep Sarissa off the board
Slide 85: Why is the board afraid of adding shareholder representatives?
Why is Amarin board’s afraid of adding shareholder representatives? 85 Is Amarin afraid shareholders would tie their compensation to performance? Is Amarin hiding something? Is Amarin afraid of accountability?
Slide 86: Chairman ran the not legitimate process with Sarissa
We understand from multiple directors that Chairman Per Wold-Olsen ran the not legitimate process with Sarissa 86 A few directors acknowledged following Chairman Per Wold-Olsen’s lead and the time to interview candidates was unnecessarily lengthy (our candidacy was “up to Per”) Amarin’s process was
Slide 87: Chairman trying to protect CEO, his former Merck colleague
We believe Chairman Wold-Olsen is trying to protect CEO Karim Mikhail, his former colleague at Merck 87 Despite the significant decline in Amarin’s stock value, Per told us that Karim should be applauded for his efforts
Slide 88: Amarin released record date too late for shareholders to act
Amarin disingenuously released record date too late for shareholders to act 88 Amarin Press Release – January 11, 2023 Amarin Company Filing – January 27, 2023 On January 11, Amarin implied in a press release that it would announce the record date with enough time for shareholders to act (e.g. recal
Slide 89: Amarin shortened the solicitation period
Amarin shortened the solicitation period, making it difficult to have all votes counted 89 Meeting Date: February 28, 2023 Cut Off Date for Votes Received: 10 AM EST February 22, 2023 February 23 February 24 February 25 February 26 February 27 6 days before the meeting The company refuses to rectify
Slide 90: Board wants to remain entrenched at shareholders' expense
We can only conclude that AMRN’s board does not seek real change and instead wants to remain entrenched at the expense of shareholders 90
Slide 91: Red flags indicate need for shareholder representatives on board
Red flags indicate the need for shareholder representatives on the board to defend their interests Refusal to add shareholder representatives to board despite: Shareholder vote of no-confidence Largest shareholder with track record of value creation in cardiovascular space Company’s abysmal performa
Slide 92: Summary: Amarin has a track record of destroying shareholder value
Summary Amarin has a track record of destroying shareholder value Amarin overpromised and underdelivered again in 2022 Amarin has demonstrated poor capital allocation and may further dilute shareholders Governance at Amarin run by Chairman Wold-Olsen fails shareholders Removing Chairman Wold-Olsen a
Slide 93: Sarissa has a history of creating value for shareholders
Sarissa has a history of creating value for shareholders in the healthcare space 93 Acquired 2020, $9.7 Bn Acquired 2018, $11.6 Bn Acquired 2017, $5.2 Bn Acquired 2014, $3.85 Bn
Slide 94: The Medicines Company chart: ~$8 Bn of value created
94 The Medicines Company (MDCO) chart January 2015 to acquisition in January 2020 ~$8 Bn of value created for shareholders* ~$10 Bn ~$2 Bn Sarissa has a track record of creating value, including in the cardiovascular space Data from Jan 2015 to Nov 2019. *$8 Bn represents difference in market cap fr
Slide 95: Sarissa is nominating seven qualified individuals to Amarin's Board
Sarissa is nominating seven qualified individuals who are aligned with shareholder interests to Amarin’s Board 95 Odysseas Kostas, M.D. Mark DiPaolo Icahn Capital Patrice Bonfiglio Arbalet Capital Management Ridgefield Capital Asset Management Keith Horn Loring CapitalAdvisors Diane Sullivan Louis S
Slide 96: Patrice Bonfiglio
Patrice Bonfiglio 96 Work Experience Currently: Chief Financial Officer and Chief Compliance Officer at Sarissa Capital Prior, include: Head of Operations at Arbalet Capital Management Operations Manager at Arrowhawk Capital Partners Senior Accountant at Ridgefield Capital Asset Management Associate
Slide 97: Paul Cohen, M.D., Ph.D.
Currently: Albert Resnick, M.D. Associate Professor and Senior Attending Physician at The Rockefeller University focused on adipose (fat) biology Cardiologist at Memorial Sloan Kettering Cancer Center Prior, include: Postdoctoral fellowship at Dana Farber Cancer Institute and Harvard Medical School
Slide 98: Mark DiPaolo
Mark DiPaolo 98 Work Experience Board Experience Currently: Senior Partner and General Counsel at Sarissa Capital Prior, include: Senior member of investment team at Icahn Capital M&A attorney at Willkie Farr & Gallagher Currently: Innoviva, Inc. Prior: Novelion Therapeutics
Slide 99: Keith Horn
Keith Horn 99 Work Experience Board Experience Currently: Founder and Managing Member of Loring Capital Advisors Advisory Board Member of Investcorp Strategic Capital Partners, Sharp Alpha, and the Forest Road Company Prior, include: Chief Operating Officer at Elliott Management Corporation Global H
Slide 100: Odysseas Kostas, M.D.
Odysseas Kostas, M.D. 100 Work Experience Board Experience Currently: Senior Managing Director, Head of Research and Partner at Sarissa Capital Prior, include: Director at Evercore ISI covering biotechnology and pharmaceutical industries Practiced internal medicine as part of Yale New Haven Health S
Slide 101: Louis Sterling
Louis Sterling 101 Work Experience Board Experience Currently: Self-employed as a private investor in health and wellness Prior, include: Managing Director at BondFactor Senior Associate at Lincolnshire Management Investment Banking Analyst at Goldman Sachs Currently: The Green Organic Dutchman
Slide 102: Diane Sullivan
Diane Sullivan 102 Work Experience Board Experience Currently: Founder & Strategic Consultant at Diane E. Sullivan LLC Prior, include: Chief Commercial Officer at The Medicines Company Vice President of Market Access & Patient Strategies at AstraZeneca Vice President of Specialty Payer & Channel Gro
Slide 103: Summary: Amarin has a track record of destroying shareholder value
Summary Amarin has a track record of destroying shareholder value Amarin overpromised and underdelivered again in 2022 Amarin has demonstrated poor capital allocation and may further dilute shareholders Governance at Amarin run by Chairman Wold-Olsen fails shareholders Removing Chairman Wold-Olsen a
Slide 104: Vote the BLUE proxy card for change at Amarin
VOTE THE BLUE PROXY CARD FOR CHANGE AT AMARINDO NOT VOTE the WHITE proxy cardVote “FOR” the election of Sarissa nominees Vote “FOR” the removal of Chairman Per Wold-Olsen The General Meeting of Amarin shareholders is scheduled for February 28, 2023, BUT IN ORDER FOR YOUR VOTE TO BE VALID SARISSA MUS
Slide 105: Voting for ADS holders
105 VOTING FOR ADS HOLDERS (holding shares through a bank or brokerage firm) WILL BE RECEIVING THE BLUE VOTING INSTRUCTION FORM: Voting by Mail – Sign, date and return your BLUE Voting Instruction Form in the postage paid envelope provided. Voting by Internet – Locate the URL voting website listed o
Slide 106: Questions regarding your BLUE proxy card
If you have any questions regarding your BLUE proxy card or voting instruction form or need assistance in executing your proxy card or voting instruction form, please contact: 106 D.F. King & Co., Inc. 48 Wall Street New York, New York 10005 Shareholders call toll-free: (800) 331-7024 Banks and Brok
Slide 107: Disclosures: General Considerations
Disclosures GENERAL CONSIDERATIONS This presentation is for general information purposes only, is not complete and does not constitute an agreement, offer, a solicitation of an offer, or any advice or recommendation to enter into or conclude any transaction or confirmation thereof (whether on the te
Slide 108: Disclosures: Not an Offer to Sell or Buy
Disclosures NOT AN OFFER TO SELL OR BUY Under no circumstances is this presentation intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. This presentation does not recommend the purchase or sale of any security and should not be construed
Slide 109: Disclosures: Concerning Intellectual Property
Disclosures CONCERNING INTELLECTUAL PROPERTY All registered or unregistered service marks, trademarks and trade names referred to in this presentation are the property of their respective owners, and Sarissa’s use herein does not imply an affiliation with or endorsement by the owners of these servic