Sarissa Urges Alkermes Shareholders to Vote the Universal Blue Card to Upgrade Alkermes for the Benefit of Shareholders - Seite 3

More recently, we have been able to interact directly with the independent directors. We believed that the dialogue was constructive and that the independent board members were receptive to our views. However, we were told that the board was split on whether to add Sarissa representatives. We reiterated that our nominees would be valuable additions to the board and emphasized our desire to avoid a proxy contest.

We also noted that we had learned that Mr. Pops had recently undertaken a roadshow with investors that we understood involved Mr. Pops lobbying shareholders against Sarissa representation on the board. We find this conduct highly unusual and concerning, particularly given that it occurred during the company’s quiet period and prior to the filing of any proxy materials with the SEC. We believe that Mr. Pops should be focused on running the company instead of lobbying against shareholder representation on the board. We view these actions as another example of the board’s insufficient oversight of Mr. Pops. When we brought these concerns to the independent board members, we were informed that the company did not intend to add any of our nominees to the board.

The company proposed that instead of adding any of our nominees to the board, the full board (including Mr. Pops) would be willing to meet with us two times per year for as long as we remain significant shareholders. As you are aware, most companies meet with their major shareholders at least four times per year as a matter of course. Nonetheless, we continued our attempt to engage constructively in the hopes of avoiding a proxy contest. To that end, we suggested an idea to link Sarissa representation on the board with the company’s stock performance and asked to discuss this idea with the board. The next day, the company filed its preliminary proxy statement with the SEC rejecting our nominees.

A few days later, we met with members of the board to discuss this idea of linking the Alkermes stock price to Sarissa board representation. Basically, the concept was that if the stock did not appreciate significantly over a certain period of time, Sarissa would be entitled to board representation. During the discussion, we noted that the board had previously agreed to a similar proposal tied to EBITDA targets with Elliott Investment Management L.P. Two days later, we were told that the board did not accept this construct but that it remained willing to meet with us two times per year for as long as we remain significant shareholders. We believed our idea to settle the proxy fight through tying shareholder representation by Sarissa to stock performance (with the details to be negotiated) was a reasonable compromise (allowing the board to prove its ability to raise the stock price which is what we all want) and a significant concession, and we are disappointed that it did not gain any traction on the board.