Owing to misleading claims that have been made by Innoviva Inc (NASDAQ:INVA), Sarissa Capital has seen the need to set the record straight. The misstatements have mainly been made in connection with the intention of Sarissa Capital to make a nomination of a minority slate to Innoviva’s board of directors during the annual stockholders meeting that is be held next month in Philadelphia, Pennsylvania.
Attempts at dialogue
One of the misstatements that has been made creates the impression that Sarissa has failed in making an attempt to constructively engage with the management team and the board of Innoviva. The truth is that attempts by Sarrissa to engage the independent directors in active dialogue have been rebuffed. In one such discussion, proxy materials were suddenly filed by Innoviva seeking to reject the nominees Sarissa had made on the incorrect suspicion that Sarissa was planning to gain the Board’s control. Later, Innoviva explained that its intention in filing the proxy materials was to ensure that the annual meeting’s original timeline was adhered to. Under Delaware law, this is not necessary.
On Innoviva’s claim that Sarissa wants to gain control of the board, the truth is that Sarissa only wants stockholder representation in which Sarissa will only have three nominees while the Board consists of seven directors which means that Sarissa will still be a minority on the Board. Additionally, the bylaws of Innoviva make it impossible to add potential nominees unilaterally after the deadline of February 8, 2017 has passed.
Withholding information
Another incorrect statement emanating from Innoviva is that the information that had been sought by Sarissa was handed over. This is not true as only some of it was provided and even what was provided had been heavily redacted. Innoviva also refused Sarissa to freely share the information with other stockholders. Furthermore, the little information that was availed was troubling and Sarissa has decided to seek more information and to be allowed to share it with other stockholders.
On Wednesday shares of Innoviva Inc rose by 2.05% to close the day at $13.43 a share.
