AMAG Sends Letter to Shareholders
September 12 2019 - 7:00AM
AMAG Pharmaceuticals, Inc. (NASDAQ:AMAG) (“AMAG” or the “Company”)
today issued the following letter, which will be mailed to its
shareholders.
AMAG’s Board urges all AMAG shareholders to refrain from taking
any action (including returning any consent card sent by Caligan)
at this time. The Company’s Board of Directors, in
consultation with its advisors, is reviewing Caligan’s solicitation
materials and will advise AMAG’s shareholders of its recommendation
regarding Caligan’s solicitation in due course.
*** SHAREHOLDERS SHOULD TAKE NO ACTION ON CALIGAN’S CONSENT
SOLICITATION ***
September 12, 2019
Dear AMAG Shareholder:
You may soon receive consent solicitation materials from Caligan
Partners LP, a hedge fund that accumulated its entire stake in AMAG
Pharmaceuticals, Inc. within the past three months. Caligan has
indicated that it intends to seek your written consent to remove
and replace four members of your AMAG Board of Directors.
Additionally, the Company is carefully reviewing the proposed ideas
from Caligan, as it is concerned that certain actions pushed by
Caligan may be destructive to the long-term value of the
Company.
The Board is committed to acting in the best interest of
shareholders and maximizing long-term value creation, and remains
steadfast in its belief that any corporate action taken must be for
the benefit of all AMAG shareholders. Since 2017,
the Company has made significant progress executing on its
ambitious five-year strategic plan to develop and commercialize
innovative products. In this timeframe, AMAG has successfully
transformed from a specialty pharmaceuticals company with only two
assets into a pharmaceutical company with four commercial therapies
and two development-stage programs all while strengthening the
financial profile of the Company. AMAG has streamlined and
diversified its product portfolio and development pipeline through
the divestiture of the CBR business and the acquisitions of
AMAG-423 and ciraparantag and significantly strengthened its
balance sheet through debt reduction and salesforce
consolidation. Your Board believes that the removal of four
highly-qualified and experienced members of the Board would be
detrimental to the Company and our shareholders.
*** WE STRONGLY URGE YOU TO WAIT FOR
AMAG’s CONSENT REVOCATION STATEMENT AND GREEN
CONSENT REVOCATION CARD FORM ***
It is imperative that shareholders take the necessary time to
review relevant information, including the recommendation of AMAG’s
Board, before taking any action with respect to Caligan’s consent
solicitation. The Company intends to mail to you a consent
revocation statement and accompanying GREEN
consent revocation card, which will explain in more detail the
Board’s reasons for opposing Caligan’s consent solicitation.
***DO NOT SIGN ANY WHITE CALIGAN
CONSENT***
We urge all shareholders to refrain from taking any
action at this time and to WAIT for AMAG’s consent
revocation statement and GREEN consent revocation card. In the
meantime, we urge all shareholders to disregard Caligan’s
consent efforts and discard any materials that may have been sent
to you by Caligan. If you have any questions or
require assistance, please contact AMAG’s proxy solicitor,
Innisfree M&A Incorporated, by calling toll-free at (877)
750-0926 or collect at (212) 750-5833.
Sincerely,
Gino Santini |
William K. Heiden |
Chairman of the Board |
President and Chief Executive Officer |
Important Additional Information and Where to Find
ItIn connection with the consent solicitation initiated by
Caligan, the Company has filed a preliminary consent revocation
statement and accompanying GREEN consent
revocation card and other relevant documents with the Securities
and Exchange Commission (the “SEC”). SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE COMPANY’S DEFINITIVE CONSENT REVOCATION
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO),
ACCOMPANYING GREEN CONSENT REVOCATION CARD AND ALL
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain a free copy of the definitive
consent revocation statement, any amendments or supplements to the
consent revocation statement and other documents that the Company
files with the SEC at the SEC’s website at www.sec.gov or the
Company’s website at http://ir.amagpharma.com as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Certain Information Regarding Participants to the
SolicitationThe Company, its directors and certain of its
officers and employees will be deemed participants in the
solicitation of consent revocations from the Company’s
shareholders. Information regarding the direct and indirect
interests, by security holdings or otherwise of the Company’s
directors and executive officers is set forth in the Company’s
definitive proxy statement for the 2019 Annual Meeting of
Stockholders filed with the SEC on April 15, 2019. To the extent
that such participants’ holdings in the Company’s securities have
changed since the filing of such proxy statement, such changes have
been reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. These documents can be found on the SEC’s website at
www.sec.gov or the Company’s website at http://ir.amagpharma.com.
Updated information regarding the identities of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Company’s consent
revocation statement in connection with the solicitation of consent
revocations from the Company’s shareholders and other relevant
documents to be filed with the SEC.
Forward-Looking StatementsThis communication
contains forward-looking information about AMAG within the meaning
of the Private Securities Litigation Reform Act of 1995 and other
federal securities laws. Any statements contained herein which do
not describe historical facts, including, among others, the belief
that any corporate action taken must be for the benefit of all
Company shareholders and must be rooted in a strong understanding
of the pharmaceutical industry, AMAG’s business and its important
milestones ahead, beliefs about AMAG’s strategy and long-term value
creation, beliefs about AMAG’s strategic plan and implementation
thereof, beliefs about AMAG’s financial profile and its Board and
expectations as to and beliefs about the consent solicitation are
forward-looking statements which involve risks and uncertainties
that could cause actual results to differ materially from those
discussed in such forward-looking statements.
Such risks and uncertainties include, among others, the impact
and results of the consent solicitation and other activism
activities by Caligan and/or other activist investors; as well as
those risks identified in AMAG’s filings with the SEC, including
its Annual Report on Form 10-K for the year ended December 31,
2018, its Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2019 and June 30, 2019 and subsequent filings with the
SEC which are available at the SEC’s website at www.sec.gov. Any
such risks and uncertainties could materially and adversely affect
AMAG’s results of operations, its profitability and its cash flows,
which would, in turn, have a significant and adverse impact on
AMAG’s stock price. AMAG cautions you not to place undue reliance
on any forward-looking statements, which speak only as of the date
they are made. AMAG disclaims any obligation to publicly update or
revise any such statements to reflect any change in expectations or
in events, conditions or circumstances on which any such statements
may be based, or that may affect the likelihood that actual results
will differ from those set forth in the forward-looking
statements.
About AMAGAMAG is a pharmaceutical company
focused on bringing innovative products to patients with unmet
medical needs. The company does this by leveraging its development
and commercial expertise to invest in and grow its pharmaceutical
products across a range of therapeutic areas, including women’s
health. For additional company information, please visit
www.amagpharma.com.
AMAG
Pharmaceuticals Contacts: |
|
Investors: |
Media: |
Linda Lennox |
Rushmie Nofsinger |
908-627-3424 |
781-530-6838 |
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