Appoints George Bickerstaff, III and Odysseas Kostas, M.D. to the
Board
BRISBANE, Calif.--(BUSINESS WIRE)--
Innoviva, Inc. (the "Company" or "Innoviva") (NASDAQ: INVA) today
announced it implemented the Delaware Court of Chancery's order
enforcing the oral settlement agreement with Sarissa Capital Domestic
Fund LP and certain of its affiliates (together, "Sarissa") in
connection with the Company's 2017 annual meeting of stockholders, held
on April 20, 2017. Pursuant to the Court order, the Company has expanded
the size of the Company's Board of Directors (the "Board") from six to
eight members and appointed George Bickerstaff, III and Odysseas Kostas,
M.D. as independent directors, bringing the number of independent
directors to seven members. In addition, pursuant to the Court's order,
Sarissa is terminating its previous litigation under Section 220 of the
Delaware General Corporation Law.
"We are pleased that this chapter is now behind us, enabling our Board
and management team to focus our full attention on growing Innoviva, and
continuing to generate value for our investors. It is clear Sarissa, Mr.
Bickerstaff and Dr. Kostas see the potential of Innoviva, and we respect
their willingness to work collaboratively to drive sustainable
shareholder value today and into the future. Our Board remains committed
to delivering value to all investors," said Innoviva Chairman of the
Board, William H. Waltrip.
Alexander Denner, founder of Sarissa, stated: "I am happy for the
Court's decision and believe that George and Odysseas will be strong
additions to the Company's Board in the shared goal of enhancing
shareholder value. Innoviva's Board has publicly stated that it respects
the Court's decision, and as a shareholder, I look forward to future
productive dialogue."
Additional Biographical Information
George Bickerstaff, III
Mr. Bickerstaff, 62, currently serves as a Managing Director of M.M.
Dillon & Co., LLC, an investment banking firm. Prior to joining M.M.
Dillon & Co., LLC, Mr. Bickerstaff held various positions with Novartis
International AG, a global leader in pharmaceuticals and consumer
health, including Chief Financial Officer of Novartis Pharma AG. Mr.
Bickerstaff currently serves on the board of directors of Inovio
Pharmaceuticals, Inc., CareDx, Inc. and Cardax, Inc. Mr. Bickerstaff
previously served on the board of directors of ARIAD Pharmaceuticals,
Inc. until it was acquired by Takeda Pharmaceutical Company Limited in
February 2017.
Odysseas Kostas, M.D.
Odysseas Kostas, M.D., 43, is a Partner and Senior Analyst at Sarissa
Capital Management LP. Sarissa Capital focuses on improving the
strategies of companies to enhance shareholder value. Prior to joining
Sarissa Capital, Dr. Kostas served as a Director at Evercore ISI
(formerly ISI), covering the biotechnology and pharmaceutical
industries. Previously, he practiced internal medicine as part of the
Yale New Haven Health System and was engaged as a consultant to various
biotechnology companies. Dr. Kostas currently serves on the board of
directors of Enzon Pharmaceuticals.
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®, ANORO® ELLIPTA® and TRELEGY® 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® and ANORO® ELLIPTA®. In addition, Innoviva retains a 15 percent
economic interest in future payments made by GSK for TRELEGY® ELLIPTA®
and earlier-stage programs partnered with Theravance BioPharma, Inc..
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.
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 goals, plans,
objectives and future events, including expected cost savings. Innoviva
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 21E of
the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995. The words "anticipate", "expect", "goal",
"intend", "objective", "opportunity", "plan", "potential", "target" and
similar expressions are intended to identify such forward-looking
statements. 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. Important factors that
could cause actual results to differ materially from those indicated by
such forward-looking statements include, among others, risks related to:
expected cost savings, lower than expected future royalty revenue from
respiratory products partnered with GSK, the commercialization of
RELVAR®/BREO® ELLIPTA®, ANORO® ELLIPTA® and TRELEGY® ELLIPTA® in the
jurisdictions in which these products have been approved; the
strategies, plans and objectives of Innoviva (including Innoviva's
growth strategy and corporate development initiatives beyond the
existing respiratory portfolio); the timing, manner, amount and planned
growth of anticipated potential capital returns to shareholders
(including, without limitation, statements regarding Innoviva's
expectations of future purchases under its capital return programs,
including the accelerated share repurchase plan and future cash
dividends); the status and timing of clinical studies, data analysis and
communication of results; the potential benefits and mechanisms of
action of product candidates; expectations for product candidates
through development and commercialization; the timing of regulatory
approval of product candidates; and projections of revenue, expenses and
other financial items. Other 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 and Innoviva's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2017, which are on file with the Securities and Exchange
Commission ("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. The information in this press release is
provided only as of the date hereof, and Innoviva assumes no obligation
to update its forward-looking statements on account of new information,
future events or otherwise, except as required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171219006055/en/
Investor Contact:
Innoviva, Inc.
Eric d'Esparbes
Senior
Vice President and Chief Financial Officer
650-238-9640
investor.relations@inva.com
or
Media
Contacts:
Abernathy MacGregor
Ina McGuinness
213-630-6550
ina@abmac.com
Source: Innoviva, Inc.
News Provided by Acquire Media