Alkermes plc (Nasdaq: ALKS) (the Company) today announced that it has filed an investor presentation with the U.S. Securities and Exchange Commission (SEC) in connection with the Company’s upcoming 2023 annual general meeting of shareholders (the Annual Meeting), which is scheduled to be held on June 29, 2023.
Strategic, Operational and Governance Enhancements Have Driven Strong Stock Price Performance and TSR Outperformance in Comparison to Peers Reiterates Board's Belief that Sarissa Nominees Would Offer No Additive Skills to the Board Recommends Shareholders Vote "FOR" Alkermes' Board Nominees on Company's WHITE Proxy Card DUBLIN, June 8, 2023 /PRNewswire/ -- Alkermes plc (Nasdaq: ALKS) (the Company) today announced that it has filed an investor presentation with the U.S. Securities and Exchange Commission (SEC) in connection with the Company's upcoming 2023 annual general meeting of shareholders (the Annual Meeting), which is scheduled to be held on June 29, 2023. The presentation is available at www.AlkermesValue.com and on the Investors section of the Company's website. The Company's Board of Directors (the Board) issued the following statement: "Driven by the Company's share performance, operational considerations, and shareholder feedback, in 2019 the Board and management recognized the need to realign the Company's priorities, refine its strategic and operational focus, and effect certain governance changes. Since that time, the Alkermes Board and management team have taken concrete actions to create and execute the Company's shareholder-supported December 2020 Value Enhancement Plan, resulting in total shareholder return (TSR) outperformance of 61% compared to our peers1." "Despite this success, Sarissa Capital Management LP (Sarissa) nominated a competing slate for the third time in the last three years. The independent members of the Board, including its Lead Independent Director and all members of the Nominating and Corporate Governance Committee (which includes Sarissa's designee on the Board), have engaged with Sarissa extensively. They interviewed and thoroughly evaluated Sarissa's three nominees and attempted to reach a constructive, amicable resolution that would avoid a contested election. The Nominating and Corporate Governance Committee has recommended, and the full Board has determined, that Sarissa's nominees are not additive to our current Board, nor do they bring the expertise previously identified by the Board as important in a new director." Key highlights from the Company's presentation include: Alkermes implemented a Board-led transformation across multiple facets of the Company, including governance and operations. - The Board oversees implementation of the Company's December 2020 Value Enhancement Plan, which was designed following dialogue with shareholders and emphasizes board refreshment, profitability targets and evaluation of strategic options to drive shareholder value. Since the announcement of this plan:
- To further drive shareholder value creation and complement the focus of the Value Enhancement Plan, the Board established three core strategic priorities:
° Revenues from proprietary products up ~75% from 2019 – 2023E2.
° Obtained U.S. Food and Drug Administration (FDA) approvals for two internally developed products that, in 2022, generated $212M in sales. ° Advanced nemvaleukin alfa into potential registrational studies in multiple tumor types. ° Advanced ALKS 2680, an orexin 2 receptor agonist candidate for the treatment of narcolepsy, into phase 1 clinical studies.
° Established profitability targets for 2024 and 2025. ° Successfully secured a favorable Final Award in key arbitration with Johnson & Johnson affiliate Janssen Pharmaceutica N.V. (Janssen), which resulted in an associated ~$425 million increase in revenue and GAAP net income expectations for 2023 and reinstatement of a significant royalty obligation going forward. ° Announced planned separation of the oncology business to accelerate neuroscience profitability, simplify capital allocation decision-making and refine the Company's strategic focus. Over the last four years, the Board has been significantly refreshed to further enhance its mix of skills and experience, and to provide fresh perspectives to oversee management's execution of its strategy. - 70% of the Board's independent directors have been refreshed.
- The Board initiated declassification, which will be complete as of the Company's 2024 annual general meeting of shareholders. The Board thoroughly and thoughtfully reviewed Sarissa's candidates, which included interviews with each candidate by all members of the Nominating and Governance Committee, and determined that their skills were neither additive to the Board nor consistent with the expertise identified as helpful to oversee execution of the Company's strategy. - The three Sarissa nominees' skills are duplicative to those of the Company's current directors, including finance/investing, corporate governance and medical R&D. All of these skills are represented on the current Board following the Company's Board refreshment process over the past four years. - None of Sarissa's nominees are fully independent from Sarissa; two are employees of Sarissa and the third is a past Sarissa designee. - Alexander Denner's seat on the board of Biogen poses a significant conflict of interest in light of the Company's recent disputes with Biogen, and the unresolved litigation against Dr. Denner and Sarissa pending in Delaware for breach of fiduciary duty as a public company director due to insider trading makes him unsuitable for the Board. The Board is committed to acting in the best interests of all shareholders and recommends that shareholders vote "FOR" all seven of the Board's director nominees – Emily Peterson Alva, Cato T. Laurencin, M.D., Ph.D., Brian P. McKeon, Christopher I. Wright, M.D., Ph.D., Shane M. Cooke, Richard B. Gaynor, M.D., and Richard F. Pops – using the Company's WHITE proxy card. The Company's proxy statement and other important information and resources related to the Annual Meeting can be found at www.AlkermesValue.com or investor.alkermes.com/investor-relations. There are three easy ways to vote:
If you have any questions about how to vote your shares, or need assistance in voting, please contact the firm assisting Alkermes with the solicitation of proxies for the Annual Meeting: Innisfree M&A Incorporated To learn more about Alkermes' Board nominees, business strategy, and strong recent performance, please visit www.AlkermesValue.com. About Alkermes plc Forward-Looking Statements Important Additional Information and Where to Find It Contacts: Or FGS Global 1 Share prices from 12/9/2020, the last trading day before Alkermes announced its Value Enhancement Plan, through 2/3/2023, the last trading day prior to Sarissa's Schedule 13D/A disclosing its notice of director nominations. Peers include: Acadia Pharmaceuticals Inc., Alnylam Pharmaceuticals, Inc., Blueprint Medicines Corporation, Emergent BioSolutions Inc., Exelixis, Inc., Incyte Corporation, Ionis Pharmaceuticals, Inc., Ironwood Pharmaceuticals, Inc., Jazz Pharmaceuticals plc, Neurocrine Biosciences, Inc., PTC Therapeutics, Inc., Sage Therapeutics, Inc., Sarepta Therapeutics, Inc., Ultragenyx Pharmaceutical Inc., United Therapeutics Corporation.
SOURCE Alkermes plc |
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Company Codes: NASDAQ-NMS:ALKS |