Building Value - Together
(Thomson Reuters ONE) -
Actelion Pharmaceuticals Ltd /
Building Value - Together
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The issuer is solely responsible for the content of this announcement.
ALLSCHWIL/BASEL, SWITZERLAND - 28 March 2011 - Actelion Ltd (SIX: ATLN)
announced today that its Board of Directors has issued a letter to its more than
10'000 registered shareholders to detail its position regarding recent
communication by one of its major shareholders.
The formal invitation covering the motions to be tabled at the upcoming Annual
General Meeting (5 May 2011 in Basel) will be issued no later than 20 days ahead
of this event.
###
Actelion Ltd.
Actelion Ltd is a biopharmaceutical company with its corporate headquarters in
Allschwil/Basel, Switzerland. Actelion's first drug Tracleer(®), an orally
available dual endothelin receptor antagonist, has been approved as a therapy
for pulmonary arterial hypertension. Actelion markets Tracleer® through its own
subsidiaries in key markets worldwide, including the United States (based in
South San Francisco), the European Union, Japan, Canada, Australia and
Switzerland. Actelion, founded in late 1997, is a leading player in innovative
science related to the endothelium - the single layer of cells separating every
blood vessel from the blood stream. Actelion's over 2,400 employees focus on the
discovery, development and marketing of innovative drugs for significant unmet
medical needs. Actelion shares are traded on the SIX Swiss Exchange (ticker
symbol: ATLN) as part of the Swiss blue-chip index SMI (Swiss Market Index
SMI(®)).
Actelion's Annual General Meeting of Shareholders approving the Business Report
of the year ending 31 December 2010 will be held on 5 May 2011. In order to
attend and vote at the Annual General Meeting of Shareholders, shareholders must
be registered in the Company's shareholders register by 28 April 2011 at the
latest.
For further information please contact:
Roland Haefeli
Vice President, Head of Investor Relations & Public Affairs
Actelion Pharmaceuticals Ltd, Gewerbestrasse 16, CH-4123 Allschwil
+41 61 565 62 62
+1 650 624 69 36
www.actelion.com
Allschwil, 28 March 2011
Building Value - Together
Dear Shareholders,
Since Actelion first became a public company eleven years ago, your Board of
Directors has been focused on delivering value for shareholders. During that
time, Actelion's share price has quadrupled, significantly outperforming its
listed biotech peers. Today Actelion is the largest biotech company in Europe
with a sound financial profile, a global infrastructure, a highly productive
drug discovery engine and a promising pipeline of compounds. We are poised to
build further value.
Actelion's Value Belongs to all Shareholders
Despite this strong track record, Elliott Advisors, a relatively new shareholder
that owns approximately 6% of Actelion's stock, is seeking to replace your
highly experienced and independent directors with six of its own nominees. By
doing that Elliott is, in fact, trying to take control of your company by
obtaining control of the Board - without paying for control.
Elliott's attempt to seize control of your company has been undertaken with one
goal - to force a quick sale. Elliott offers no alternative to the strategy
developed and being executed by Actelion's Board and management team which, in
2010, delivered the highest levels of revenues, operating profit and net income
in the history of Actelion.
Instead, Elliott is seeking to force a transaction at a time when Actelion's
robust product pipeline is fast approaching key near-term milestones. Actelion's
current directors, who have overseen the successful development and
commercialization of many products at Actelion and other companies, expect the
pipeline to deliver substantial value for our shareholders. Elliott's objective,
therefore, is an ill-timed attempt that would surrender to a potential acquirer
the future value that rightly belongs to all shareholders. According to a recent
newspaper article concerning their proposed changes, an Elliott representative
made reference to "Ground Zero". We believe this is both inflammatory and
completely inappropriate (Financial Times Deutschland, 23 March 2011).
Focus on Innovation to Deliver Shareholder Value
The Board is committed to ensuring that this significant growth continues and is
convinced that Actelion's robust and risk-balanced pipeline will be integral to
our future value.
We believe our two late-stage clinical compounds - macitentan and selexipag -
have the potential to offer patient benefits beyond those already provided by
current treatment, including Tracleer®, and thus represent very attractive
medical and commercial opportunities. We are on the cusp of reporting key Phase
III data on macitentan in late 2011 / early 2012 and, with these two compounds
in advanced phase III development, Actelion is well-positioned to maintain its
global leadership in pulmonary arterial hypertension (PAH).
In addition, we expect to obtain important data in 2011 on one additional late-
stage project and on four different projects in mid-stage clinical development
in other therapeutic areas. These compounds are part of Actelion's strategy to
deliver value beyond its current PAH franchise. Overall, the company has ten
compounds in clinical development, representing a broad and balanced pipeline,
and we expect up to five more compounds to enter clinical development during the
course of this year.
We are convinced that pursuing innovation with prudent risk-taking is the best
approach to create benefits for patients and, in turn, sustained value growth
for shareholders.
Strong Financial Performance Allows Cash Return to Shareholders
While developing these important products, we continue to expand our business.
Your Board implemented a strategy that has delivered ten years of continued
profitable growth, with revenues reaching CHF 1.929 billion in 2010.
Our strong cash flow generation and balance sheet have allowed your Board to
demonstrate its commitment to returning wealth to shareholders through an
additional stock repurchase programme of CHF 800m over the next three years.
With the proposed initiation of regular dividend payments, Actelion will be the
first biotech company to pay regular dividends.
Actelion's Independent and Experienced Board Is Focused on Creating Value
Actelion's Board is led by an independent chairman and eight of its nine members
are independent. It comprises current or former CEOs, COOs and senior executives
of some of the world's most important biotech and pharmaceutical companies and
multinational corporations hailing from six nations. Furthermore, the Board has
evolved, adding new competencies required for what is today a much larger
company. Two new directors have been added in the past two years and the Board
continually looks to ensure that it has the right set of skills, succession
plans and experience to oversee Actelion's next phase of growth.
The Board continuously reviews the company's prospects and determines the best
strategy for delivering shareholder value. In this context, the Board has again
recently reviewed the company strategy of and the value-creation potential
inherent in developing its pipeline of compounds. This review was validated by
world-class external advisors with deep expertise in evaluating biotech and
pharmaceutical pipelines.
As a result of this process, we strongly and unanimously believe that Actelion's
current strategic plan provides a unique opportunity to deliver substantial
benefit to shareholders.
Having said this, the Board also wants shareholders to know that, if and when an
alternative strategy consistent with the fundamental value of Actelion comes
forward, it will, of course, be carefully evaluated. You can rest assured that
your Board will act in the best interests of all shareholders.
None of the Directors Support Elliott's Slate
Elliott recently approached two members of our Board to ask them to effectively
endorse the board nominees it has assembled. Both directors rejected that
request.
These directors, Joe Scodari, Vice Chairman of the Board, and Carl Feldbaum,
Chairman of the Nominating and Governance Committee, two highly seasoned
executives, are not prepared to lend their names or credibility to Elliott's
ill-conceived plan. They are united with the other Board members in their
support of the company's strategy. The Board would like to highlight that both
Joe Scodari and Carl Feldbaum share the Board's view that Elliott's agenda,
which would likely lead to an attempt to force a fast sale, is not the right
path for the company. With due respect to the experience and capabilities of
each of the individual Elliott nominees, they do not believe the candidates
proposed by Elliott have either comparable or better experience or expertise,
nor are they more independent than the current Actelion Board of Directors.
There are considerable downside risks in Elliott's proposal to nominate six new
directors with virtually no understanding of Actelion or its pipeline as the
future caretakers of your company. This proposal reflects a fundamental
misunderstanding of how to guide and further develop a world-class
biopharmaceutical company that is so dependent on its 2462 highly qualified
employees.
Your Vote is Important - Register Now
We appreciate the input that our shareholders have given to management and the
Board, particularly over the past few months, as well as the public and private
support for our strategy. As fellow shareholders, both the management and the
Board share your focus on Building Value - Together.
Our upcoming Annual General Meeting is an important event in shaping Actelion's
future. The invitation with the agenda items and our recommendations will be
published no later than 20 days ahead of the event.
We would encourage all shareholders to register their shares by 28 April 2011 at
the latest and to attend the meeting on 5 May 2011 in Basel in order to exercise
their voting right, thereby continuing to benefit from the value that rightly
belongs to all shareholders.
Sincerely
Your Board of Directors
Robert E. Cawthorn, Joseph C. Scodari, Juhani Anttila, Jean-Paul Clozel, Carl
Feldbaum, Werner Henrich, Michael Jacobi, Armin Kessler, Jean Malo
The above information contains certain "forward-looking statements", relating to
the company's business, which can be identified by the use of forward-looking
terminology such as "estimates", "believes", "expects", "may", "are expected
to", "will", "will continue", "should", "would be", "seeks", "pending" or
"anticipates" or similar expressions, or by discussions of strategy, plans or
intentions. Such statements include descriptions of the company's investment
and research and development programs and anticipated expenditures in connection
therewith, descriptions of new products expected to be introduced by the company
and anticipated customer demand for such products and products in the company's
existing portfolio. Such statements reflect the current views of the company
with respect to future events and are subject to certain risks, uncertainties
and assumptions. Many factors could cause the actual results, performance or
achievements of the company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward-
looking statements. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed,
estimated or expected.
--- End of Message ---
Actelion Pharmaceuticals Ltd
Gewerbestrasse 16 Allschwil Switzerland
ISIN: CH0010532478;
Press Release PDF:
http://hugin.info/131801/R/1500638/436003.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Actelion Pharmaceuticals Ltd via Thomson Reuters ONE
[HUG#1500638]
Unternehmensinformation / Kurzprofil:
Datum: 28.03.2011 - 07:01 Uhr
Sprache: Deutsch
News-ID 52836
Anzahl Zeichen: 14340
contact information:
Town:
Allschwil
Kategorie:
Business News
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