Mountain View-based pharma company Vivus and New York-based First Manhattan (FMC), an owner-managed and operated investment advisory firm and the owner of 9.9% of Vivus’ outstanding shares, said they have entered a settlement agreement regarding their proxy contest related to Vivus’ 2013 annual meeting.
Five member of the board will resign, and six FMC nominees will be appointed. The board was expanded from nine to 11 members.
Anthony P. Zook is expected to be named Vivus' new CEO and be appointed to the board. Vivus agreed to nominate a total of 11 members for election to the board at the annual meeting, including the six FMC nominees and Zook, who is expected to succeed Leland Wilson, who will depart as Vivus' CEO. Wilson has agreed to serve in an advisory role to ensure a seamless leadership transition.
Samuel F. Colin, M.D., senior managing partner at FMC, said, "We are grateful for the strong support we have received from Vivus stockholders. The new board and Tony Zook share a strong commitment to realizing Vivus' true potential and putting the company on a trajectory of growth and value creation. We want to acknowledge the enormous accomplishments of Leland Wilson and Peter Tam in identifying and developing the most efficacious obesity drug ever. As a founding CEO, over the past 22 years Leland has secured four drug approvals, an unheard-of achievement for a small pharmaceutical company. He has taken Vivus from startup to what it is today.”
Mark B. Logan, chairman of Vivus' board, said, "First Manhattan has an outstanding reputation and an impressive record as a long-term value investor. First Manhattan has been an investor in Vivus since 2008 and shares our commitment to building Qsymia into a top-selling brand and creating value for all of our stakeholders. We look forward to working with the new Board to capitalize on Vivus' tremendous potential.”
To allow additional time for stockholders to vote on the revised slate of director nominees, Vivus will postpone its annual meeting, to be held within 30 days from July 15. FMC will withdraw its notice of nomination of persons for election as directors and will vote its shares at the annual meeting for all 11 nominees on the reconstituted board slate.
Vivus is commercializing and developing innovative, next-generation therapies to address unmet needs in obesity, sleep apnea, diabetes and sexual health,