INNOVIVA,INC. (NASDAQ:INVA) Files An 8-K Other Events

INNOVIVA,INC. (NASDAQ:INVA) Files An 8-K Other Events

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ITEM 8.01 OTHER EVENTS

On March7, 2017,Innoviva,Inc. (Innoviva or the Company) issued a
press release (the Press Release) in response to the notice of
nomination made by Sarissa Capital Domestic Fund LP and certain
of its affiliates (together, Sarissa) regarding its intention to
nominate four director candidates for election to Innovivas Board
of Directors (the Board of Directors) at the Companys 2017 Annual
Meeting of Stockholders (the Annual Meeting) described in this
Current Report on Form8-K. A copy of this press release is filed
hereto as Exhibit99.1. The Company also posted to the Companys
website an infographic which contains information on the Companys
fiscal year 2016 financial results. A copy of this infographic is
filed as Exhibit99.2. The Companys stockholders are not required
to take any action at this time.

In light of Sarissas intention to nominate four director
candidates for election to Innovivas Board of Directors at the
Annual Meeting, the Company is updating the risk factors that
appear under the heading Risks Related to Ownership of Our Common
Stock in all quarterly and annual reports filed under the
Securities Exchange Act of 1934, as amended (the Exchange Act),
subsequent to the Companys Annual Report on Form10-K for the year
ended December31, 2016. The following risk factor shall be
incorporated by reference into all of the Companys registration
statements under the Securities Act. Investors in our common
stock should carefully consider this risk factor below as well as
all other risk factors disclosed in our most recent Annual Report
on Form10-K, subsequent Quarterly Reports on Form10-Q and the
other information disclosed by us before making an investment
decision.

Our business could be negatively affected as a result
of the actions of activist stockholders, including a potential
proxy contest at our 2017 annual meeting of stockholders (the
Annual Meeting).

Proxy contests have been waged against many companies in the
biopharmaceutical industry over the last several years. We have
been the subject of actions taken by activist stockholders. On
February8, 2017, Sarissa Capital Domestic Fund LP and certain of
its affiliates (together, Sarissa), which on that date reported
beneficial ownership of approximately 3.9% of our outstanding
common stock, delivered a notice (the Notice), dated February7,
2017, to the Company indicating Sarissas intent to nominate four
candidates to stand for election as directors at the Annual
Meeting. In the Notice, Sarissa also notified us that it would
present for a vote of stockholders a proposal calling for repeal
of any provision of our amended and restated bylaws in effect at
the time of the Annual Meeting that was not included in our
amended and restated bylaws publicly filed with the SEC on or
prior to February6, 2017.

Following a thorough review of Sarissas nominees by our Board of
Directors and the Nominating/Corporate Governance Committee of
our Board of Directors, our Board of Directors unanimously
recommends that you vote for all of the Board of Directors
nominees and against all of Sarissas nominees. As a result of
Sarissas Notice, or if other activist activities ensue, the
Company may be engaged in a proxy contest at the Annual Meeting.
Responding to a proxy contest or other similar actions by
activist stockholders would require us to incur significant
professional fees (including, but not limited to, legal fees,
fees for financial advisors, fees for investor relations
advisors, and proxy solicitation expenses) and the time-consuming
nature of any such response may significantly divert the
attention of management, the Board of Directors and our
employees. Further, any perceived uncertainties as to our future
direction and control resulting from any proxy contest or similar
actions by activist stockholders could result in the loss of
potential business opportunities and may make it more difficult
to attract and retain qualified personnel and business partners,
any of which could adversely affect our business and operating
results.

Even if we are successful in any proxy contest, including the
potential proxy contest against Sarissa, our business could be
adversely affected by any such proxy contest because:

responding to proxy contests and other actions by activist
stockholders can be costly (resulting in significant professional
fees and proxy solicitation expenses) and time-consuming,
disrupting operations and diverting the attention of our Board of
Directors, management and employees;

perceived uncertainties as to future direction may result in
the loss of potential acquisitions, collaborations or other
strategic opportunities, and may make it more difficult to
attract and retain qualified personnel and business partners;

if individuals are elected to our Board of Directors with a
specific agenda, it may adversely affect our ability to
effectively and timely implement our strategic plan and create
additional value for our stockholders; and

if individuals are elected to our Board of Directors who do not
agree with our strategic plan, the ability of our Board of
Directors to function effectively could be adversely affected,
which could in turn adversely affect our business, operating
results and financial condition.

Uncertainties related to, or the results of, such actions could
cause our stock price to experience periods of volatility.

In addition, under certain circumstances arising out of or
related to a proxy contest or threatened proxy contest or the
nomination of directors by an activist stockholder, a change in
the composition of our Board of Directors may (1)trigger the
requirement that we make an offer to repurchase all of our
outstanding 2.125% Convertible Subordinated Notes due 2023 (the
Notes) at a price equal to 50% of the principal and unpaid
interest on such Notes, (2)constitute a change in control under
the terms of our severance plans, which provide for payment of
severance if a covered executive officer is subject to an
involuntary termination within 3 months prior to or 24 months
after a change in control of the Company and (3)constitute a
change in control under the terms of certain of the Companys
equity award grants and equity plans for its employees, and
depending on the terms of the award or plan, may result in the
accelerated vesting of such award. In the event we were
required to offer to repurchase all of the Notes, which as of
December31, 2016 had an aggregate outstanding principal of
approximately $241.0 million, we would be required to obtain
additional financing. As of December31, 2016, we had cash, cash
equivalents, and marketable securities of $150.4million. We
cannot assure stockholders that we would be able to timely
obtain such financing on commercially reasonable terms, if at
all. To the extent that additional capital is raised through
the sale of equity or equity-linked securities, the issuance of
those securities could result in substantial dilution for our
current stockholders and the terms may include liquidation or
other preferences that adversely affect the rights of our
current stockholders. Furthermore, the issuance of additional
securities, whether equity or debt, by us, or the possibility
of such issuance, may cause the market price of our common
stock to decline and existing stockholders may not agree with
our financing plans or the terms of such financings. We also
could be required to seek funds through arrangements with
partners or otherwise that may require us to relinquish rights
to our intellectual property, our product candidates or
otherwise agree to terms unfavorable to us. The occurrence of
any of the foregoing events could materially adversely affect
our business

Important Additional Information and Where to Find
It

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 Companys 2017 annual meeting of stockholders (the 2017
Annual Meeting). On March7, 2017, the Company filed a
preliminary proxy statement with the U.S. Securities and
Exchange Commission (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 SECs website (http://www.sec.gov), at the
Companys website (http://investor.inva.com/sec.cfm), by email
at [email protected] or by mail at Innoviva,Inc.,
Attn: Investor Relations, 2000 Sierra Point Parkway, Suite500,
Brisbane, California 94005. In addition, copies of the proxy
materials, when available, may be requested from the Companys
proxy solicitor,Innisfree MA Incorporated at 501 Madison Ave,
20th Floor, New York, NY 10022 or toll-free at (888) 750-5834.

Safe Harbor for Forward-Looking Statements

This document 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 Innovivas engagement with Sarissa. Innoviva intends
such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in
Section21E 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 document
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 Managements Discussion and Analysis of Financial
Condition and Results of Operations contained in Innovivas
Annual Report on Form10-K for the year ended December31, 2016,
which is on file with the SEC and available on the SECs website
at www.sec.gov. In addition to the risks described above and in
Innovivas other filings with the SEC, other unknown or
unpredictable factors also could affect Innovivas 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

Exhibit Number

Description

99.1

Press release, dated March7, 2017

99.2

Infographic


About INNOVIVA, INC. (NASDAQ:INVA)

Innoviva, Inc., formerly Theravance, Inc., focuses on bringing new medicines to patients in areas of unmet need. The Company is engaged in the development, commercialization and financial management of bio-pharmaceuticals. Its portfolio focuses on the respiratory assets partnered with Glaxo Group Limited (GSK), including RELVAR/BREO ELLIPTA (fluticasone furoate/vilanterol (FF/VI)) and ANORO ELLIPTA (umeclidinium bromide/vilanterol (UMEC/VI)). It operates in providing capital return to stockholders by maximizing the potential value of its respiratory assets partnered with GSK segment. RELVAR/BREO is a once-a-day combination inhaled respiratory medicine consisting of VI, a LABA and FF, an inhaled corticosteroid (FF/VI) delivered via the ELLIPTA dry powder inhaler. ANORO ELLIPTA is a dual bronchodilator consisting of UMEC, a long-acting muscarinic antagonist (LAMA) and VI, a LABA for the treatment of chronic obstructive pulmonary diseases (COPD).

INNOVIVA, INC. (NASDAQ:INVA) Recent Trading Information

INNOVIVA, INC. (NASDAQ:INVA) closed its last trading session 00.00 at 11.63 with 923,667 shares trading hands.

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