Weiss Asset Management secured a board seat in INNOVIVA, INC. (INVA)
Key Summary: Innoviva, Inc. focuses on biopharmaceuticals with a $1.2B market cap. Weiss Asset Management joined the board in 2023. In 2017, Sarissa Capital led a proxy fight, resulting in board reconstitution after legal disputes and a settlement. Sarissa increased its stake to 6.33% by 2020, forming a strategic partnership, while GlaxoSmithKline, a major shareholder, raised governance concerns in 2021.
M.Cap: $1.2 billion | Innoviva, Inc., formerly Theravance, Inc., focuses on bringing new medicines to patients in areas of unmet need. The company is engaged in the development, commercialization, and financial management of biopharmaceuticals.
Weiss Asset Management
- On April 12, 2023, at the invitation of the company, James C. Kelly, a managing director of Weiss Asset Management, was appointed to the board. Source
Sarissa Capital Management
- On March 13, 2017, Sarissa Capital Management (3.14%) nominated three directors to the board and expressed its concerns about the company's cost structure. Source
- On March 20, 2017, Sarissa Capital Management filed proxy materials seeking support for its nominees.
- On March 23, 2017, Sarissa Capital Management issued an Investor Presentation detailing its concerns about the company.
- On April 4, 2017, Sarissa Capital Management issued a press release in connection with its solicitation of proxies for the 2017 annual meeting of shareholders.
- On April 6, 2017, Sarissa Capital announced that Glass Lewis recommended shareholders vote FOR Sarissa Capital’s two nominees and also VOTE AGAINST the company’s executive compensation.
- On April 10, 2017, Sarissa Capital announced that ISS recommended all three of its nominees.
- On April 11, 2017, Sarissa Capital stated that it was worried that acquisitions by Innoviva would irreparably destroy shareholder value. Source
- On April 12, 2017, Sarissa Capital stated its belief that the incumbent directors had breached their fiduciary duties by overpaying executives and themselves.
- On April 13, 2017, GlaxoSmithKline (29.3%) announced that it intended to vote for the incumbent directors at the 2017 annual meeting. Source
- On April 13, 2017, Sarissa Capital urged shareholders to vote based on its proxy recommendations for its nominees.
- On April 17, 2017, Sarissa Capital issued a press release urging shareholders to see through the company’s last-minute flip-flop on cost cuts and stated that GlaxoSmithKline should seek its opinion on the company.
- On April 18, 2017, Sarissa Capital issued a presentation on the company.
- On April 19, 2017, Sarissa Capital announced that the company had accepted an offer from them to settle the proxy contest by adding two Sarissa nominees to the board. However, the company later informed Sarissa that they no longer agreed to the deal. Sarissa Capital urged shareholders to vote for its nominees. Source
- At the AGM held on April 20, 2017, Sarissa’s nominees were not elected to the board.
- On April 20, 2017, Sarissa Capital filed a complaint alleging that it had entered into a binding agreement to settle its proxy contest in exchange for the inclusion of George W. Bickerstaff, III, and Odysseas Kostas, M.D., on the board. Sarissa sought specific performance of the alleged agreement. Source
- On December 19, 2017, the company announced that it had implemented the court order enforcing the oral settlement agreement with Sarissa Capital in connection with the company’s 2017 annual meeting of stockholders, held on April 20, 2017. Pursuant to the court order, the company expanded the size of the board from six to eight members and appointed George Bickerstaff, III, and Odysseas Kostas, M.D., as independent directors.
- On February 12, 2018, the company entered into an agreement with Sarissa Capital, pursuant to which the company reconstituted the entire board of directors as follows:
- Effective immediately, Jules Haimovitz, Sarah Schlesinger, M.D., and Mark DiPaolo were added to the Innoviva board, joining recently added Sarissa designees George Bickerstaff, III, and Odysseas Kostas, M.D.
- Effective as of the upcoming stockholder meeting, the Innoviva board would consist of five directors: Jules Haimovitz, Sarah Schlesinger, M.D., Mark DiPaolo, George Bickerstaff, III, and Odysseas Kostas, M.D.
- Mark DiPaolo and Odysseas Kostas, M.D., are principals of Sarissa Capital.
- On February 25, 2019, Sarissa Capital increased its stake to 5.73%.
- On December 11, 2020, Sarissa Capital (6.33%) entered into a strategic partnership with the company designed to accelerate the execution of the company’s strategy and enhance returns on its capital. The partnership comprised:
- A strategic advisory agreement under which Sarissa Capital would assist the company in the development of its acquisition strategy.
- An investment by the company into an investment fund managed by Sarissa Capital to seek to enhance returns on the company’s capital. Source
- On February 12, 2021, GlaxoSmithKline plc (31.6%) stated its belief that the strategic partnership between the company and Sarissa Capital created or may create actual or potential conflicts of interest for certain board members. GlaxoSmithKline plc recommended that the company establish a standing committee of truly independent directors to ensure transparent governance, reporting, and management of the company’s capital allocation. Furthermore, GlaxoSmithKline recommended that the company formulate and report a clear and visible path towards returning capital to its owners in the short to medium term, consistent with the expectations and disclosures of the company at the time of its separation from its operating business, Theravance Biopharma, Inc. Source
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