Actelion response on recent shareholder communication
On behalf of the board of Directors of Actelion Ltd (SIX: ATLN), the Vice Chairman, Mr. Joe Scodari, issued a letter response on recent public communication made by its shareholder Elliott Advisors (UK) Ltd.
- (1888PressRelease) February 08, 2011 - Thank you for your letter dated February 3rd 2011.
As you know, the Board of Directors ("Board") of Actelion welcomes the opportunity to exchange views with its shareholders, which is why, following your previous letter dated 21 December 2010, our Vice-Chairman, Joe Scodari, agreed to a meeting with you on Tuesday, 25 January 2011. At this meeting you provided useful background regarding your recent decision to start investing in our company in October 2010 (after the rumors regarding an offer for the company) and you set out your concerns and suggestions, which you have reiterated in the above-referenced letter. At that time, we agreed to review such suggestions with the Board in order that your input could be fully considered as management and the Board continuously evaluates the best path for the company and all of its shareholders.
We are, of course, surprised and disappointed that, notwithstanding this, you have now chosen to make your letter public as opposed to engaging in a constructive direct dialogue, where the Board can give you its considered opinion. Specifically, the Board is concerned that your proposed measures and actions risk destabilizing the company at a point in time when its management and employees more than ever need to focus on their principal mission: to bring Actelion's highly promising pipeline of new compounds to fruition, in the interest of all stakeholders.
This letter constitutes our response to your suggestions. As you have done, and with reluctance, we will also release this letter to the public.
In respect of your first and second points, the Board unanimously supports Dr. Jean-Paul Clozel, both as the company's CEO and as executive board member, as well as Rob Cawthorn as chairman. Since the IPO of Actelion in 2000, Jean-Paul Clozel has presided over a management team that has created significant shareholder value, with a total share price growth of over 300% - a dramatic outperformance of the Nasdaq biotech index over the same period. We do not believe that voting Dr. Clozel off the Board is in the best interest of the company, as his scientific knowledge and insight are essential in order to set the most value creating strategic direction for the company. For this very reason, it is common for Actelion's global competitors to have their CEO represented on their respective boards.
At the same time, the Board is fully convinced of Rob Cawthorn's complete independence and full commitment to act in the interest of all shareholders, and also continue to believe that his extensive knowledge and experience gained over many years as a very senior executive in the pharmaceutical industry, including notably his role as Chairman and CEO of Rhône-Poulenc-Rorer, as well as his deep knowledge of Actelion, will continue to be invaluable to ensure the company's continued successful development.
In respect of your third point, we believe your proposal equates to asking the company to put itself up for sale. The Board continuously reviews Actelion's strategic positioning. The company has a promising pipeline of more than 10 compounds in clinical development, 3 of which are in Phase III (including macitentan, which has significant revenue potential), and several projects in pre-clinical development, forming one of the richest pipelines of compounds in the industry. Consequently, the Board remains fully supportive of the company's strategy of focusing on bringing these valuable assets to fruition, building on our global reach and capabilities as well as using selected partnerships where suited. We believe this will deliver superior shareholder value compared to other strategic options, such as a sale of the company, where shareholders would forego the significant upside inherent in the company's pipeline.
Finally, we would like to clarify that the Board is well aware of its obligations to act in the best interest of the company and its shareholders, and has not received any offer to acquire the company.
In your letter you did state your commitment to a long-term effort in working with the Board to realize substantial shareholder value. We appreciate this and believe that shareholders' interests are best served by supporting Actelion in its current strategy.
Actelion Ltd.
Actelion Ltd is a biopharmaceutical company with its corporate headquarters in Allschwil/Basel, Switzerland. Actelion's first drug Tracleer®, an orally available dual endothelin receptor antagonist, has been approved as a therapy for pulmonary arterial hypertension. Actelion markets Tracleer® through its own subsidiaries in key markets worldwide, including the United States (based in South San Francisco), the European Union, Japan, Canada, Australia and Switzerland. Actelion, founded in late 1997, is a leading player in innovative science related to the endothelium - the single layer of cells separating every blood vessel from the blood stream. Actelion's over 2,400 employees focus on the discovery, development and marketing of innovative drugs for significant unmet medical needs. Actelion shares are traded on the SIX Swiss Exchange (ticker symbol: ATLN) as part of the Swiss blue-chip index SMI (Swiss Market Index SMI®).
For further information please contact:
Roland Haefeli
Vice President, Head of Investor Relations & Public Affairs
Actelion Pharmaceuticals Ltd, Gewerbestrasse 16, CH-4123 Allschwil
+41 61 565 62 62
+1 650 624 69 36
www.actelion.com
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