INNOVIVA,INC. (NASDAQ:INVA) Files An 8-K Regulation FD DisclosureItem 7.01 Regulation FD Disclosure.
As previously disclosed, in April2017, Sarissa Capital Domestic Fund LP and certain of its affiliates (collectively, “Sarissa”) filed a Verified Complaint to Section225 of the Delaware General Corporation Law (the “DGCL”) and for Specific Performance in the Delaware Court of Chancery (the “Court”), captioned Sarissa Capital Domestic Fund LP, et al. v. Innoviva,Inc. (“Innoviva” or the “Company”), C.A. No.2017-0309-JRS (the “Specific Performance Litigation”). Sarissa alleged that it had entered into a binding oral agreement to settle its proxy contest in exchange for the inclusion of each of George W. Bickerstaff,III and Odysseas Kostas, M.D. on the Board of Directors (the “Board”) of the Company (neither of whom received sufficient votes to be elected to the Board at the Company’s 2017 annual meeting) and Sarissa sought specific performance of the alleged oral agreement. On December8, 2017, the Court issued a post-trial memorandum opinion, in favor of Sarissa, which held that, the Company and Sarissa had entered into an oral agreement by which the Company would expand the Board by two seats and appoint Mr.Bickerstaff and Dr.Kostas as members of the Board, and Sarissa would dismiss its complaint under Section220 of the DGCL, captioned Sarissa Capital Domestic Fund LP v. Innoviva,Inc., C.A. No.2017-0216-JRS. The parties are required to submit a final order and judgement to the Court within ten business days and the Court is expected to issue a final judgement shortly thereafter.
While Innoviva disagrees with the Court’s findings and conclusion, it respects the Court’s decision. Accordingly, Innoviva will move forward and welcome Mr. Bickerstaff and Dr. Kostas to the Innoviva Board, and will work together with them to continue to deliver value to Innoviva shareholders.
The information in Item 7.01 of this Current Report on Form8-K is being furnished and shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.