Amarin Corporation Plc · NASDAQ:AMRN
Amarin — Amarin Corp Plc\uk — Proxy Contest (February 2023)
37 slides from Amarin's proxy contest presentation, Feb 7, 2023
Slide 1: Sarissa Presentation
SARI A N Sarissa Presentation February 7, 2023
Slide 2: 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 3: Amarin attempts to obscure the truth
Amarin attempts to obscure the truth, but shareholders can see the classics spinning in the background 3 “We’ve got the right to choose…” - We’re Not Going to Take It by Twisted Sister
Slide 4: New board, new management whitewashes 2022 performance
Amarin’s talk of “new board, new management” seems to whitewash its recent performance in 2022 when shareholders lost > $840 M 4 *Total return and market cap change calculated from 12/31/2021 to 12/30/2022 Amarin’s performance for shareholders appears equally bad under new board and management “Meet
Slide 5: Amarin >$1 Bn in sales, but spent >$1 Bn and value down
Amarin touts generating >$1 Bn in sales since first generic launched in the US, but since then Amarin has spent >$1 Bn* and the value of Amarin’s stock is down almost $1 Bn† 5 Since generics in US first launched in 4Q20, Amarin’s cash has only declined therefore, all the revenue and more was spent
Slide 6: New Amarin took months to announce cost reduction plan
“New Amarin” took 6 months to announce cost reduction plan after US market upended by expected 3rd generic entrant in Jan. 2022 destroying shareholder capital 6 January 2022: 3rd generic entrant June 2022: “Comprehensive Cost Reduction Plan” 6 months! “Hello? Is there anybody in there?” - Comforta
Slide 7: Shareholders tired of shifting goalposts
Shareholders have heard this song, seen this dance before; they are tired of shifting goalposts and want accountability 7 Sources: AMRN First Quarter 2022, January 10, 2023 press release, FY2020 earnings call, FY2021 earnings call, AMRN JPM 2023 Presentation, AMRN Schedule 14A (2/6/2023) Promised ap
Slide 8: Amarin behind schedule on Vazkepa launch in Europe
Amarin behind schedule on launch of Vazkepa (aka Vascepa) in Europe 8 “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 Mikhail, President / CEO Oc
Slide 9: 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 9 J.P. Morgan Healthcare Conference Presentation, January 2023 *Source: AMRN J.P. Morgan 2023 Presentation (January 2023) The appearance of “2024” is surprising,
Slide 10: China Vascepa approval not occurred as promised
The China Vascepa approval hasn’t occurred as promised, now expected in 1Q23 10 Amarin Full Year 2020 Earnings (February 2021) Amarin Full Year 2021 Earnings (March 2022) Source: Company earnings Amarin DEFA14A from February 6, 2023 now suggests 1Q23 approval
Slide 11: Amarin asks not to be held accountable for 'up to' goals
Amarin asks not to be held accountable for goals it publicly sets, particularly when qualified with “up to” 11 Amarin press release – October 27, 2022 Amarin press release – February 6, 2023 Amarin would like to set goals it doesn’t necessary intend to achieve by using the term “up to.” Similarly, A
Slide 12: 2022 goals did not always include 'up to' countries
Amarin, your goals for 2022 did not always include “up to” 6 countries in 1st wave 12 Amarin’s goal of 6 countries very clear on 1Q22 slides “Up to” only added in subsequent quarterly presentations Source: Company earnings slides 1Q22
Slide 13: Management stretches definition of international approvals
In touting 2022 progress, management continues to stretch the definition of “international” approvals 13 Source: FDA Website Amarin DEFA14A on February 6, 2023 ? ? ? As FDA responsibilities include Puerto Rico and FDA extended Vascepa’s label in 2019 incremental “regulatory approval” in Puerto Ric
Slide 14: Management blames others for German launch failure
Management blames everyone and everything except itself for the German launch failure 14 UK Launch Ongoing Amarin 1Q22 Earnings - May 2022 J.P. Morgan Healthcare Conference Presentation - January 2023 Amarin initially optimistic on Germany, as evident by the large 150-person field force it deployed.
Slide 15: Amarin should think outside the box on single payor countries
Amarin should think outside the box when it considers commercializing to single payor countries 15 Source: Novartis press release, January 2020 Before Novartis acquired The Medicines Company, Sarissa and The Medicines Company laid the groundwork for a paradigm change in population health management
Slide 16: Board failed to change course after shareholder vote
Amarin’s current board failed to acknowledge and change course after shareholder’s vote at the last annual meeting 16 % votes casted as against or abstention defined as (votes against + abstentions)/votes cast Source: Amarin 8K (6/30/2022) Prior to the annual meeting, Sarissa announced that “we inte
Slide 17: Amarin only recognizes shareholder frustration after Sarissa
In January 2023, after Sarissa engagement, Amarin suddenly starts “recognizing shareholder frustration” nearly 3 years late 17 Amarin January 19, 2023 Press Release Amarin’s leadership only started to acknowledge shareholder frustration this year and AFTER Sarissa’s involvement March 2020: Amarin lo
Slide 18: Amarin pays lip service to shareholders too late
After Sarissa’s engagement, Amarin decides to pay lip service to shareholders – too little, too late 18 Source: AMRN Schedule 14A (2/6/2023) A fancy new website does not make up for the lack of shareholder representation on the board participating in the company’s most important decisions Amarin DEF
Slide 19: Amarin planning to spend >$7 million to keep shareholders off board
Amarin planning to spend >$7 million of shareholder money to keep its shareholders off the board 19 Source: Amarin and Sarissa Definitive Proxies filed January 31, 2023 Amarin DEFC14A (1/31/2023) Sarissa DEFC14A (1/31/2023) Sarissa Amarin Spent to date $250,000 $4,315,000 Total expected spend $1,250
Slide 20: Amarin released record date too late for shareholders
Amarin disingenuously released record date too late for shareholders to act 20 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 21: Vote deadline one week before meeting
Amarin’s deadline for votes ~1 week before the meeting makes it difficult to collect and count all shareholder votes 21 Meeting Date: February 28, 2023 Cut-off date for votes practically is February 21, 2023 As shareholders realize, shortening the period to collect votes disenfranchises frustrated s
Slide 22: Amarin thwarted shareholder turnout
Amarin effectively thwarted shareholder turnout, demonstrating a lack of genuine concern for shareholder engagement Shareholder turnout is historically terrible Routinely, only 50% of shareholder votes show up for meetings On some matters, <40% of shares vote Only after the June 2022 meeting and aft
Slide 23: Chairman's process with Sarissa was not legitimate
We understand from multiple directors that Chairman Per Wold-Olsen’s process with Sarissa was not legitimate 23 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 an
Slide 24: Amarin misrepresents interactions with Sarissa
Amarin misrepresents interactions with Sarissa 24 Source: Amarin Press Release February 6, 2023; Sarissa email correspondence What Amarin Said Happened What Actually Happened Amarin email to Sarissa January 31, 2023 Sarissa email to Amarin February 2, 2023 Contrary to Amarin’s false statements, Sari
Slide 25: Amarin delayed transfer of the NOBO list
Amarin delayed transfer of the NOBO list (detailed list of shareholders) to uneven the playing field 25 Five-day delay is significant with such an artificially shortened proxy period. We can only assume Amarin is employing these tactics to uneven the playing field NOBO: Non-Objecting Beneficial Owne
Slide 26: Sarissa is largest shareholder, ~17x independent directors
Sarissa is the largest shareholder and owns ~17x shares of independent directors at Amarin 26 26 *As of January 23, 2023 according to company filing on 1/31/2023 25,210,000 Shares beneficially owned by Sarissa Shares beneficially owned by independent directors* >> 1,501,764 * Sarissa purchased its s
Slide 27: Directors personally purchased few shares
Despite Amarin’s new website, even with stock trading down to ~$1/share, Amarin directors personally have purchased few shares 27 “Purple haze all in my eyes. Don't know if it's day or night” - Purple Haze by Jimi Hendrix Amarin’s board appears to be blowing smoke. Personal purchases by directors ar
Slide 28: Amarin's attempt to sully our track record is disingenuous
Amarin’s attempt to sully our track record using wrong and misleading metrics is disingenuous Amarin’s analysis is flawed and uses median instead of mean Our larger positions in which we’ve been involved have been overwhelmingly positive Average performance of companies during the tenure of Sarissa
Slide 29: Slate was involved in The Medicines Company sale process
Title Board Reconstitution Investment Analysis Population Health Discussions Financing Company Operations Strategic Partnerships and Sale Process Odysseas Kostas Senior Managing Director, Head of Research, Sarissa Capital Mark DiPaolo Senior Partner, General Counsel, Sarissa Capital Patrice Bonfigli
Slide 30: Too little, too late
Too little, too late 30 Amarin Press Release February 2, 2023 Dwindling cash coffers Operational missteps Shifting launch metrics Refusing to add shareholders to board Stock down 64% in 2022 Shareholders should not have to wait any longer to be represented on the board of their company
Slide 31: Let Amarin's actions speak louder than their words
Let Amarin’s actions speak louder than their words 31 Given their history, Amarin leadership’s words are not worth much Shareholders are not represented on the Board Amarin added 7 directors in the past 2 years and NONE of them are shareholder representatives Directors do not have skin in the game U
Slide 32: 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 33: Voting for ADS holders
33 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 on
Slide 34: Questions about 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: 34 D.F. King & Co., Inc. 48 Wall Street New York, New York 10005 Shareholders call toll-free: (800) 331-7024 Banks and Broke
Slide 35: 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 36: 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 37: Disclosures: Intellectual property and additional information
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