Vanda Pharmaceuticals Responds to Announcement and Filing by a Group Led by Tang Capital Partners, LP
24 2월 2009 - 6:40AM
PR Newswire (US)
ROCKVILLE, Md., Feb. 23 /PRNewswire-FirstCall/ -- Vanda
Pharmaceuticals Inc. (NASDAQ:VNDA) ("Vanda" or the "Company") today
issued the following statement regarding two letters sent to Vanda
by Tang Capital Partners, LP ("TCP") and a SEC filing by TCP
stating its intent to, among other things, nominate two directors
to stand for election at Vanda's 2009 Annual Meeting of
Stockholders and submit proposals at the 2009 Annual Meeting to
amend Vanda's bylaws and request that the Board of Directors of
Vanda take action to liquidate the Company. In accordance with
Delaware law and the Company's bylaws, the Company's Board of
Directors is divided into three classes of approximately equal
sizes. The members of each class are elected to serve a 3-year term
with the term of office of each class ending in successive years.
The two current directors of the Company whose terms expire at the
2009 Annual Meeting of Stockholders are its current Chief Executive
Officer, Mihael H. Polymeropoulos, M.D. and its current Chairman of
the Board, Argeris N. Karabelas, Ph.D. Dr. Polymeropoulos is a
founder of Vanda and has served as President and Chief Executive
Officer and a Director of Vanda since May of 2003. Dr. Karabelas
has served as a Director and Chairman of the Board since 2003, when
he co-founded Vanda with Dr. Polymeropoulos. The Company intends to
nominate both of these individuals for reelection at the 2009
Annual Meeting of Stockholders. Vanda believes that its current
Board of Directors has the independence, the knowledge and the
commitment to successfully implement the Company's business plan
and to deliver value for the Company and its stockholders. "The
Board is disappointed that Tang Capital has opted to conduct an
election contest, particularly when the Company is so close to
receiving a response from the FDA regarding its lead compound,
iloperidone. Instead of working with us to maximize stockholder
value, Tang Capital has chosen to create unnecessary costs and
distractions for the Company at this important time," said Brian K.
Halak, Ph.D., a member of the Company's Board of Directors and
Chairman of its Nominating/Corporate Governance Committee. Vanda
believes the best interests of its stockholders will be better
served by re-electing Drs. Polymeropoulos and Karabelas, and by
continuing to move forward with its current business plan. Vanda
therefore intends to oppose TCP's nominees and to work actively to
re-elect Drs. Polymeropoulos and Karabelas. Vanda carefully
reviewed TCP's proposals to amend its bylaws and determined that
such amendments would not be beneficial to the Company and its
stockholders. Vanda believes that the proposed amendments requiring
unanimous Board consent to approve certain transactions would, in
the Company's opinion, severely restrict the ability of the Company
and its Board of Directors to conduct business. In addition, Vanda
believes that the proposed amendment requiring the Company to hold
its Annual Meeting on April 30 of each year would create
unnecessary timing constraints and would not allow the Company
enough time to prepare and file its annual proxy statement in a
careful, thoughtful and thorough manner. Consequently, Vanda
intends to oppose TCP's proposal to amend the Company's bylaws. In
addition, the Company does not believe that it is currently in the
best interests of Vanda or its stockholders for the Company to
"cease ongoing operations" and liquidate the Company, as has been
suggested by TCP. Vanda's Board of Directors and management
regularly review all of the strategic options for managing the
company to create the greatest value for its stockholders. Vanda's
Board of Directors and management team have been and remain
intensely focused on acting in the best interest of the Company and
creating value for all of its stockholders. In connection with this
goal, Vanda's management team has been working diligently over the
past several months with the Food & Drug Administration ("FDA")
to reevaluate its response to Vanda's New Drug Application ("NDA")
for iloperidone for the treatment of schizophrenia. In September of
2008, management met with the FDA to discuss the FDA's
not-approvable letter relating to the NDA and submitted a complete
response on November 6, 2008, at the request of the FDA. The FDA
accepted the complete response for review and has set a new target
action date of May 6, 2009. The Company believes that, even in the
absence of an approval by the FDA for iloperidone, there remains
significant unrealized value in the Company's other compounds.
Therefore, the Company does not believe that liquidation is
currently in the best interests of the Company or its stockholders
and intends to oppose TCP's proposal to liquidate the Company. TCP
has previously criticized Vanda's spending in general and
specifically its spending since the receipt of the not-approvable
letter from the FDA. However, Vanda has substantially reduced
spending and dramatically reduced its employee headcount in the
wake of the FDA letter. The Company has been working on a reduced
budget and has curtailed all non-essential expenditures. Vanda
believes that this approach will allow it to continue to minimize
any reduction in stockholder value based on the Company's cash
assets while it awaits the FDA's reply to its complete response.
Unfortunately, due to the course of action taken by TCP, the
Company will now need to expend significant unanticipated amounts
in connection with its 2009 Annual Meeting of Stockholders.
Moreover, under Delaware law, the Board of Directors is given the
power to determine, in the first instance, whether the Company
should be dissolved. The only exception to the clear statutory
scheme involves unanimous approval of liquidation by all
stockholders, which, given the Board's perspective, is extremely
unlikely. The Company's Board of Directors has determined that it
remains to be in the best interests of the Company to continue its
operations. Vanda has previously met with TCP to discuss its
proposals and would be willing to meet with them again in the
future. ABOUT VANDA PHARMACEUTICALS INC.: Vanda Pharmaceuticals
Inc. is a biopharmaceutical company focused on the development and
commercialization of clinical-stage product candidates for central
nervous system disorders. For more on Vanda Pharmaceuticals Inc.,
please visit http://www.vandapharma.com/. CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS Various statements in this release are
"forward-looking statements" under the securities laws. Words such
as, but not limited to, "believe," "expect," "anticipate,"
"estimate," "intend," "plan," "targets," "likely," "will," "would,"
and "could," and similar expressions or words, identify
forward-looking statements. Forward-looking statements are based
upon current expectations that involve risks, changes in
circumstances, assumptions and uncertainties. Vanda is at an early
stage of development and may not ever have any products that
generate significant revenue. Important factors that could cause
actual results to differ materially from those reflected in the
company's forward-looking statements include, among others: delays
in the completion of Vanda's clinical trials; a failure of Vanda's
product candidates to be demonstrably safe and effective; Vanda's
failure to obtain regulatory approval for its products or to comply
with ongoing regulatory requirements; a lack of acceptance of
Vanda's product candidates in the marketplace, or a failure to
become or remain profitable; Vanda's inability to obtain the
capital necessary to fund its research and development activities;
Vanda's failure to identify or obtain rights to new product
candidates; Vanda's failure to develop or obtain sales, marketing
and distribution resources and expertise or to otherwise manage its
growth; a loss of any of Vanda's key scientists or management
personnel; losses incurred from product liability claims made
against Vanda; a loss of rights to develop and commercialize
Vanda's products under its license and sublicense agreements and
other factors that are described in the "Risk Factors" section
(Part II, Item 1A) of Vanda's quarterly report on Form 10-Q for the
quarter ended September 30, 2008 (File No. 000-51863). In addition
to the risks described above and in Part II, Item 1A of Vanda's
quarterly report on Form 10-Q, other unknown or unpredictable
factors also could affect Vanda's results. There can be no
assurance that the actual results or developments anticipated by
Vanda will be realized or, even if substantially realized, that
they will have the expected consequences to, or effects on, Vanda.
Therefore, no assurance can be given that the outcomes stated in
such forward-looking statements and estimates will be achieved. All
written and verbal forward-looking statements attributable to Vanda
or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to
herein. Vanda cautions investors not to rely too heavily on the
forward-looking statements Vanda makes or that are made on its
behalf. The information in this release is provided only as of the
date of this release, and Vanda undertakes no obligation, and
specifically declines any obligation, to update or revise publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise. IMPORTANT
INFORMATION/SOLICITATION PARTICIPANTS LEGEND Vanda Pharmaceuticals
and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of Vanda Pharmaceuticals in connection with the upcoming annual
meeting of stockholders. Stockholders may obtain information
regarding the names, affiliations and interests of such individuals
in Vanda Pharmaceuticals\' proxy statement filed with the
Securities and Exchange Commission (the "SEC") on April 2, 2008,
for the 2008 annual meeting. To the extent holdings of Vanda
Pharmaceuticals' securities have changed since the information set
forth in that proxy statement, such changes have been reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Updated information regarding the names, affiliations and interests
of these directors and executive officers in connection with the
matters to be voted on at the annual meeting will be included in
the proxy statement filed by Vanda Pharmaceuticals in connection
with the annual meeting. In addition, Vanda Pharmaceuticals files
annual, quarterly and special reports, proxy and information
statements, and other information with the SEC. These documents are
available free of charge at the SEC's web site at
http://www.sec.gov/ or from Vanda Pharmaceuticals at
http://www.vandapharma.com/. STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN
IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION. Web site:
http://www.vandapharma.com/ DATASOURCE: Vanda Pharmaceuticals Inc.
CONTACT: CONTACT: Stephanie R. Irish, Acting Chief Financial
Officer of Vanda Pharmaceuticals Inc., +1-240-599-4500 Web Site:
http://www.vandapharma.com/
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