Current Board's Strategic Plan has Produced Increased Royalty
Revenue, Reduced Operating Expenses and Increased Net Income While
Growing Stockholder Returns
Sarissa Has Nominated a Slate to Replace a Majority of the Board and
Has Provided No Rationale for its Actions nor Proposed a New Strategic
Direction for the Company
BRISBANE, Calif.--(BUSINESS WIRE)--
Innoviva, Inc.(the "Company" or "Innoviva") (NASDAQ: INVA) today
announced it is filing a preliminary proxy statement (the "Preliminary
Proxy Statement") with the U.S. Securities and Exchange Commission (the
"SEC") in connection with the solicitation of proxies for the Company's
2017 annual meeting of stockholders (the "2017 Annual Meeting").
Stockholders as of the record date February 24, 2017 will be entitled to
vote at the 2017 Annual Meeting, which the Company anticipates will be
held in the later part of April 2017.
The Innoviva Board unanimously recommends stockholders vote for the
Board's seven director nominees, six of whom are independent: William H.
Waltrip, Michael W. Aguiar, Barbara Duncan, Catherine J. Friedman,
Patrick G. LePore, Paul Pepe and James L. Tyree.
Innoviva's strong performance has been driven by a management team and
Board of Directors with a proven ability to generate value for the
Company's stockholders. Under the Board's leadership, Innoviva has
executed on a strategic plan, including the spin-off of its R&D unit in
2014, that has generated consistent, strong returns including:
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Innoviva's share price outperformed the NBI Index by 22% in
2016.
-
During the fourth quarter of 2016, royalty revenue increased 80%
from the fourth quarter of 2015 - and increased at a 32% quarterly
compounded growth rate over the last ten quarters.
-
Innoviva returned approximately $17 million of capital to investors
during the fourth quarter of 2016 - which brings the total investor
capital returns to $118 million since launching the current
capital return plan in the fourth quarter of 2015.
-
Strong growth prospects of Innoviva's respiratory portfolio support
the Company's plan to return up to $150 million to investors in 2017.
-
The Company reduced operating expenses as a percent of total net
revenue to 14% in the fourth quarter of 2016 and expects
further reductions.
Further detail on Innoviva's performance can be found: by
following this link.
The Board is committed to good corporate governance and has added two
new, independent directors in the past six months in addition to
maintaining an independent Chairman role. Five of the independent
directors joined the Board in the last two years. The Board includes a
wealth of experienced value creators including:
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four current or former CEOs,
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two former CFOs,
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six directors with relevant industry experience,
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five directors with experience executing substantial M&A transactions,
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one director with professional investment experience,
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three with investment banking experience, and
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three directors who have delivered significant outperformance in
executive roles.
The Company and the Board are committed to driving value for all
stockholders and will continue to assess opportunities and take actions
to achieve this important objective. The Company's 2017 strategic plan
approved by the Board focuses on maximizing the commercial potential of
the respiratory portfolio partnered with GSK, returning up to $150
million in capital to investors, and as cash available increases, it may
seek to acquire additional royalty streams. Innoviva focuses on the
unique value creation opportunity presented by delivering innovative
medicines under the leadership of experts who have a deep understanding
of pharmaceutical operations and financial management.
The Company also disclosed today that it has received notice from
Sarissa Capital Domestic Fund LP and certain of its affiliates
(together, "Sarissa"), announcing Sarissa's intent to nominate four
director candidates, which, if elected, would represent a majority of
the Board, for election to the Innoviva Board at the Company's 2017
Annual Meeting in opposition to the nominees recommended by the Board.
In its notice, Sarissa also informed the Company of its intent to
present a proposal at the 2017 Annual Meeting to repeal all provisions
of the Company's Amended and Restated Bylaws that were not publicly
filed with the SEC on or before February 6, 2017. The effect of such
proposal would be to repeal the bylaw, adopted on February 8, 2017,
implementing a majority voting standard in uncontested elections of
directors.
Consistent with the Company's commitment to an active dialogue with
Innoviva shareholders, the Company's board and management team have had
multiple conversations with Sarissa including their director nominees.
To date, Sarissa has provided no reason for replacing a majority of the
Board, nor have they presented any reason to change the strategic
direction of the Company -- or for making any changes to an independent
Board that already has leading industry expertise, two significant new
additions in the last six months, experienced dealmakers and a track
record of value creation.
Detailed information about each of the Company's director nominees is
set forth in the Company's Preliminary Proxy Statement and will be set
forth in the Company's definitive proxy statement to be filed with the
SEC and mailed to all stockholders eligible to vote at the 2017 Annual
Meeting.
About Innoviva
Innoviva is focused on bringing compelling new medicines to patients in
areas of unmet need by leveraging its significant expertise in the
development, commercialization and financial management of
bio-pharmaceuticals. Innoviva's portfolio is anchored by the respiratory
assets partnered with Glaxo Group Limited (GSK), including RELVAR®/BREO®
ELLIPTA® and ANORO® ELLIPTA®, which were jointly developed by Innoviva
and GSK. Under the agreement with GSK, Innoviva is eligible to receive
associated royalty revenues from RELVAR®/BREO® ELLIPTA®, ANORO®
ELLIPTA®. In addition, Innoviva retains a 15 percent economic interest
in future payments made by GSK for earlier-stage programs partnered with
Theravance BioPharma, Inc., including the closed triple combination
therapy for Chronic Obstructive Pulmonary Disease (COPD). For more
information, please visit Innoviva's website at www.inva.com.
ANORO®, RELVAR®, BREO® and ELLIPTA® are trademarks of the
GlaxoSmithKline group of companies.
Safe Harbor for Forward-Looking Statements
This press release contains certain "forward-looking" statements as that
term is defined in the Private Securities Litigation Reform Act of 1995
regarding, among other things, statements relating to Innoviva's
engagement with Sarissa. Innoviva intends such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 21E of the Exchange Act
and the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve substantial risks, uncertainties and
assumptions. These statements are based on the current estimates and
assumptions of the management of Innoviva as of the date of this press
release and are subject to risks, uncertainties, changes in
circumstances, assumptions and other factors that may cause the actual
results of Innoviva to be materially different from those reflected in
the forward-looking statements. Risks affecting Innoviva are described
under the headings "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in
Innoviva's Annual Report on Form 10-K for the year ended December 31,
2016, which is on file with the SEC and available on the SEC's website
at www.sec.gov.
In addition to the risks described above and in Innoviva's other filings
with the SEC, other unknown or unpredictable factors also could affect
Innoviva's results. Past performance is not necessarily indicative of
future results. No forward-looking statements can be guaranteed and
actual results may differ materially from such statements. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. Innoviva assumes no obligation to update its
forward-looking statements on account of new information, future events
or otherwise, except as required by law.
WHERE TO FIND ADDITIONAL INFORMATION:
The Company, its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the Company's 2017 annual
meeting of stockholders (the "2017 Annual Meeting"). On March 7, 2017,
the Company filed a preliminary proxy statement with the SEC in
connection with the solicitation of proxies for the 2017 Annual Meeting.
Prior to the 2017 Annual Meeting, the Company will furnish a definitive
proxy statement to its stockholders (the "2017 Proxy Statement"),
together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE
2017 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Additional information regarding the
identity of these potential participants and their direct or indirect
interests, by security holdings or otherwise, is set forth in the
preliminary proxy statement for the 2017 Annual Meeting and will be set
forth in the 2017 Proxy Statement and other materials to be filed with
the SEC in connection with the 2017 Annual Meeting.
Stockholders will be able to obtain, free of charge, copies of the 2017
Proxy Statement, any amendments or supplements thereto and any other
documents (including the WHITE proxy card) when filed by the Company
with the SEC in connection with the 2017 Annual Meeting at the SEC's
website (http://www.sec.gov),
at the Company's website (http://investor.inva.com/sec.cfm)
or by contacting Investor Relations by email at investor.relations@inva.com,
or by mail at Innoviva, Inc., Attn: Investor Relations, 2000 Sierra
Point Parkway, Suite 500, Brisbane, California 94005. In addition,
copies of the proxy materials, when available, may be requested from the
Company's proxy solicitor, Innisfree M&A Incorporated at 501 Madison
Ave, 20th Floor, New York, NY 10022 or toll-free at (888) 750-5834.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170307005837/en/
Investor Contact:
Innoviva, Inc.
Eric d'Esparbes,
650-238-9640
Senior Vice President and Chief Financial Officer
investor.relations@inva.com
or
Media
Contacts:
Abernathy MacGregor
Patrick Tucker or Ina
McGuinness
212-371-5999 or 213-630-6550
ina@abmac.com
Source: Innoviva, Inc.
News Provided by Acquire Media