Supports Alkermes' Existing Board and Notes
Strong Positive Momentum
Shares Board's Belief that Sarissa's Nominees
Would Not Be Additive to the Board
Notes Alkermes Board is "sufficiently
independent, qualified and capable to oversee the Company"
Reveals Material Underperformance at Majority
of Companies During Sarissa Nominee Sarah Schlesinger's Board
Tenure
DUBLIN, June 21,
2023 /PRNewswire/ -- Alkermes plc (Nasdaq: ALKS) (the
Company) today announced that leading proxy advisory firm Glass,
Lewis & Co. (Glass Lewis) has recommended that Alkermes
shareholders vote the WHITE proxy card "FOR" all seven of Alkermes'
highly qualified director nominees at the Company's upcoming 2023
Annual General Meeting of Shareholders (the Annual Meeting), which
is scheduled to be held on June 29,
2023.
In making its recommendation, Glass Lewis noted1:
- "[W]e believe the Company has been exhibiting strong
positive momentum in terms of its operating and share price
performance, particularly since the announcement of the Value
Enhancement Plan."
- "The Company's TSRs for the more recent medium-term periods
rank in the upper quintile of the corresponding ranges of TSRs
observed in both the Glass Lewis Peer Group and the 2023 Proxy Peer
Group. We also see that the Company has meaningfully outperformed
its peers in the seven-plus months since the announcement of the
planned spin-off of the oncology business. Our findings suggest
that the Company's TSR has largely continued on an upward
trajectory, on both an absolute and relative basis, through the
more recent end date."
- "We see that between CY2020 and the year-to-date period
ended June 16, 2023, the average
forward revenue trading multiple of the Company has expanded by
over a full turn, whereas the peer group multiples have contracted
by around 2.6 and 3.5 turns."
- "[T]he Dissident is arguing that the Company is subscale and
over-extended in its business focus. Yet, it appears to us that the
Company is already taking meaningful steps to address Sarissa's
stated concerns."
- "[W]e believe the recent developments at Biogen regarding
Dr. Denner represent, at a minimum, poor optics in the context of
this proxy contest, as investors may reasonably question whether
the arrangement of having a close personal partner of Dr. Denner on
Biogen's board truly resolves the Company's stated concerns
regarding a potential conflict of interest."
- "[T]he Company has been undergoing a steady board
refreshment in recent years, and we believe the current board is,
on balance, sufficiently independent, qualified and capable to
oversee the Company. Therefore, we believe shareholder support of
the Dissident's slate is not warranted at this time."
- "[W]e believe the Dissident has not presented a sufficiently
compelling case to warrant the board changes it is seeking here. In
our view, the Company has been reasonably responsive to the
concerns raised by the Dissident over the years."
In addition, the Glass Lewis report thoroughly reviewed each
Sarissa Capital Management LP (together with its affiliates,
Sarissa) candidate, including Sarah
Schlesinger, and noted that Schlesinger's skills are
redundant with those of multiple directors already on the Alkermes
Board of Directors (the Board). Glass Lewis also conducted its own
analysis of Schlesinger's board tenure underperformance. On these
issues, Glass Lewis stated:
- "[T]he Company notes it already has extensive relevant
expertise on the board – 8 of the 11 directors have life sciences
industry experience, 7 of the 11 directors have scientific
expertise and/or R&D expertise, and 4 of the 11 directors
possess Doctor of Medicine degrees."
- "[O]f the four public companies at which Dr. Schlesinger has
served as a director, three of those companies have materially
underperformed the industry index during her board
tenure."
The Board Recommends Shareholders Vote "FOR" its Seven Board
Nominees Using Company's White Proxy Card Today
The Board has nominated seven director nominees for re-election
to the Board at the Annual Meeting: Emily
Peterson Alva, Shane M.
Cooke, Richard B. Gaynor,
M.D., Cato T. Laurencin, M.D.,
Ph.D., Brian P. McKeon, Richard F.
Pops and Christopher I. Wright,
M.D., Ph.D. The Board recommends that shareholders vote "FOR"
all seven of the Board's director nominees using the 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.
There are three easy ways to vote:
BY
INTERNET
|
BY
TELEPHONE
|
BY
MAIL
|
Visit the website shown
on the
Company's WHITE proxy card
|
Dial the toll-free
number shown on
the Company's WHITE proxy card
(available 24/7)
|
Mark, date, sign and
return the
Company's WHITE proxy card in
the postage-paid envelope
provided
|
If shareholders have any questions about how to vote, or need
assistance in voting, they should contact the firm assisting
Alkermes with the solicitation of proxies for the Annual
Meeting:
Innisfree M&A Incorporated
Toll-Free at (877) 750-8334 (toll-free for those calling from the
U.S. and Canada) or
+1 (412) 232-3651 (for those calling from outside the U.S. and
Canada)
To learn more about Alkermes' Board nominees, business strategy,
and strong recent performance, please visit
www.AlkermesValue.com.
About Alkermes plc
Alkermes plc is a fully-integrated,
global biopharmaceutical company developing innovative medicines in
the fields of neuroscience and oncology. The Company has a
portfolio of proprietary commercial products focused on alcohol
dependence, opioid dependence, schizophrenia and bipolar I
disorder, and a pipeline of product candidates in development for
neurological disorders and cancer. Headquartered in Dublin, Ireland, Alkermes has a research and
development (R&D) center in Waltham,
Massachusetts; a research and manufacturing facility in
Athlone, Ireland; and a
manufacturing facility in Wilmington,
Ohio. For more information, please visit Alkermes' website
at www.alkermes.com.
Forward-Looking Statements
Certain statements set
forth in this press release constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995, as amended, including, but not limited to, statements
concerning the Company's expectations concerning its future
financial and operating performance, business plans or prospects,
including its ability to execute on its strategy and create and
deliver growth and shareholder value and its ability to achieve
long-term profitability. The Company cautions that forward-looking
statements are inherently uncertain. The forward-looking statements
are neither promises nor guarantees and they are necessarily
subject to a high degree of uncertainty and risk. Actual
performance and results may differ materially from those expressed
or implied in the forward-looking statements due to various risks
and uncertainties, including that the Company may not be able to
achieve long-term profitability or its profitability targets in a
timely manner or at all; the results of the Company's development
activities may not be positive, or predictive of final results from
such activities, results of future development activities or
real-world results; the FDA or regulatory authorities outside the
U.S. may not agree with the Company's regulatory approval
strategies or components of the Company's marketing applications;
the FDA or regulatory authorities outside the U.S. may make adverse
decisions regarding the Company's products; the Company and its
licensees may not be able to continue to successfully commercialize
their products or support revenue growth from such products; the
Company's products may prove difficult to manufacture, be precluded
from commercialization by the proprietary rights of third parties,
or have unintended side effects, adverse reactions or incidents of
misuse; and those risks and uncertainties described under the
heading "Risk Factors" in the Company's Annual Report on Form 10-K
for the year ended Dec. 31, 2022 and
in subsequent filings made by the Company with the U.S. Securities
and Exchange Commission (SEC), which are available on the SEC's
website at www.sec.gov. Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Except as
required by law, the Company disclaims any intention or
responsibility for updating or revising any forward-looking
statements contained in this press release.
Important Additional Information and Where to Find
It
The Company has filed its definitive proxy statement,
accompanying WHITE proxy card and other relevant documents with the
SEC in connection with the solicitation of proxies for the Annual
Meeting. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE
COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR
FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY
STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will
be able to obtain a copy of the definitive proxy statement and
other documents filed by the Company with the SEC free of charge
from the SEC's website at www.sec.gov. In addition, copies will be
available at no charge by visiting the "Investors" section of the
Company's website at www.alkermes.com, as soon as reasonably
practicable after such materials are filed with, or furnished to,
the SEC.
Contacts:
For Investors: Sandy Coombs,
+1 781 609 6377
For Media: Katie Joyce, +1 781
249 8927
Or
FGS Global
Chris Kittredge / Zachary Tramonti
alkermes@fgsglobal.com
1 Permission to use quotations neither
sought nor obtained.
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SOURCE Alkermes plc