Recognizes Alkermes' Value Enhancement Plan, Board Refreshment and Business Momentum
Recommends Voting 'FOR'
ISS' Flawed Profitability Analysis Disregards 2022 Janssen Royalties
Alkermes Board Believes
ISS Compliments Alkermes' Strong Performance, Business Momentum and Board Refreshment
ISS recognized the Company's strong performance since the announcement of its Value Enhancement Plan in
- "ALKS has generated positive TSR, both in absolute terms and relative to peers and the benchmark index, in the time period that is most relevant to shareholders: since
Dec. 9, 2020, the day before the company introduced its Value Enhancement Plan following which shares rallied 13.6 percent on a commitment to governance improvements, profitability targets, and a review of non-core assets."
- "[t]he company outperformed the median of its peers over the one- and three-year periods preceding the unaffected date (
Feb. 3, 2023, the last trading day before public disclosure that the dissident intended to nominate candidates for the board). ALKS has also outperformed since Dec. 9, 2020, the day before it announced its Value Enhancement Plan."
- "The replacement of seven directors since 2019, of which two were selected by Elliott or Sarissa and two others were identified in collaboration with Elliott, has substantially refreshed the board."
- "Contrary to the dissident's concerns about excessive R&D, it appears that ALKS has consistently spent less on R&D, as a percent of sales, than the median of its peers; R&D as a percent of sales has declined from 41.0 percent to 34.9 percent since the [Value Enhancement Plan]."
ISS' Conclusion Is Based on its Flawed Analysis of Alkermes' Profitability
Inexplicably, the ISS report disregarded the financial implications of the Company's significant victory2 in its arbitration against
This flawed approach resulted in conclusions that were inaccurate and did not reflect the true nature and strength of the business. Had ISS included in its analysis the 2022 Janssen royalties, the ISS report would have accurately shown that the five-year compound annual growth of the Company's revenues outpaced its operating expenses and that, as a result of this revenue growth and the Company's expense discipline, Alkermes would have increased its GAAP operating performance from an operating loss of
ISS highlighted that Sarissa's
- "Denner served on the board of Biogen until earlier in
June 2023, when he resigned from the board4 and reportedly arranged to have his seat occupied by his romantic partner – a fact that was not promptly disclosed to Biogen shareholders. One of the motivations for Denner's resignation may have been to avoid the conflict of interest that could result from the contentious commercial relationship between Biogen and Alkermes. Unfortunately, Denner's decision to replace himself with a close affiliate does little to mitigate the potential conflict of interest. Further, this approach raises questions about Denner's judgment and commitment to the fiduciary duty to put ALKS shareholders' interests above his own. This taint may also be deemed to extend to Bonfiglio due to her role as Denner's colleague and Sarissa's President."
The Company believes these concerning actions taint
- "Although she does not work for Sarissa, Schlesinger serves on the board of Armata Pharmaceuticals alongside a Sarissa Managing Director (
Odysseas Kostas). Additionally, she joined the boards of ARIAD Pharmaceuticalsin 2013, a year before Denner became chairman, and The Medicines Company in 2018, when Denner was already chairman."
ISS also failed to appreciate that, unlike Dr.
The Board Recommends Shareholders Vote FOR its
The Board has nominated seven director nominees for re-election to the Board at the Annual Meeting:
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 for shareholders to vote:
Visit the website shown on the
Dial the toll-free number shown on
Mark, date, sign and return the
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:
Toll-Free at (877) 750-8334 (toll-free for those calling from the
+1 (412) 232-3651 (for those calling from outside the
To learn more about Alkermes' Board nominees, business strategy, and strong recent performance, shareholders may visit www.AlkermesValue.com.
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
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
1 Permission to use quotations neither sought nor obtained.
3 Permission to use quotations neither sought nor obtained.
4 Contrary to the ISS report,
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