0001140361-23-006545.txt : 20230214 0001140361-23-006545.hdr.sgml : 20230214 20230214080051 ACCESSION NUMBER: 0001140361-23-006545 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMARIN CORP PLC\UK CENTRAL INDEX KEY: 0000897448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52399 FILM NUMBER: 23622619 BUSINESS ADDRESS: STREET 1: SPACES SOUTH DOCKLANDS, BLOCK C STREET 2: 77 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: D02 VK60 BUSINESS PHONE: 353 1 6699 020 MAIL ADDRESS: STREET 1: SPACES SOUTH DOCKLANDS, BLOCK C STREET 2: 77 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: D02 VK60 FORMER COMPANY: FORMER CONFORMED NAME: AMARIN PHARMACEUTICALS PLC DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: ETHICAL HOLDINGS PLC DATE OF NAME CHANGE: 19930322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 IRS NUMBER: 900924432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 ny20006859x19_sc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Amarin Corporation plc
(Name of Issuer)
 
Ordinary Shares, par value 50 pence per share
(Title of Class of Securities)
 
023111206
(CUSIP Number)
 
Mark DiPaolo
Senior Partner, General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
February 13, 2023
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 023111206
 
Page 2 of 4 Pages
 
SCHEDULE 13D
 

This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) relates to American Depositary Shares (“ADS(s)”), each ADS representing one ordinary share, par value 50 pence per share (the “Ordinary Shares”), issued by Amarin Corporation plc, a company incorporated under the laws of England and Wales (the “Issuer”), and amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2022 (the “Initial Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed on June 3, 2022, Amendment No. 2 to Schedule 13D filed on June 16, 2022, Amendment No. 3 to Schedule 13D filed on October 11, 2022, Amendment No. 4 to Schedule 13D filed on January 11, 2023, Amendment No. 5 to Schedule 13D filed on January 19, 2023, Amendment No. 6 to Schedule 13D filed on February 8, 2023, and Amendment No. 7 to Schedule 13D filed on February 10, 2023 (the Initial Schedule 13D as so amended, the “Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
 
This Amendment No. 8 is being filed to amend Item 4 and Item 7 as follows:
 
Item 4.  Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to include the following:
 
On February 13, 2023, Sarissa Capital issued the press release attached as Exhibit 11 hereto.
 
Item 7.  Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to include the following:
 
Exhibit 11 – Press Release, February 13, 2023
CUSIP No. 023111206
  
Page 3 of 4 Pages
 
SCHEDULE 13D
  
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2023

SARISSA CAPITAL MANAGEMENT LP
 
 
 
 
By: /s/ Mark DiPaolo
 
  Name: Mark DiPaolo  
  Title: Senior Partner, General Counsel  

/s/ Alexander J. Denner
 
Alexander J. Denner
 

/s/ Louis Sterling III  
Louis Sterling III  
CUSIP No. 023111206
  
Page 4 of 4 Pages
 
SCHEDULE 13D
  

INDEX TO EXHIBITS
 
Exhibit 11 – Press Release, February 13, 2023

 EX-11 2 ny20006859x19_ex11.htm EXHIBIT 11
Exhibit 11

SARISSA CAPITAL WARNS OF AMARIN’S EXPENSIVE ATTEMPTS TO SWITCH VOTES BY INUNDATING SHAREHOLDERS WITH WHITE PROXY CARDS

If You Already Voted a Proxy Card “FOR” the Sarissa Nominees and “FOR” the Removal of Chairman Per Wold-Olsen, There is NOTHING Else for You to Do

If You Have Any Questions or Have Not Yet Received a BLUE Proxy Card, Please Contact Sarissa’s Proxy Solicitor, D.F. King, by Calling (800) 331-7024
or Emailing AMRN@dfking.com

Greenwich, CT, February 13, 2023 – Sarissa Capital Management LP (“Sarissa”) today issued the following statement regarding Amarin Corporation plc (NASDAQ: AMRN):
 
Amarin continues to waste precious shareholder capital in its self-serving attempts to keep shareholders out of the board room. Amarin has indicated that it will spend in excess of $7 MILLION to prevent Sarissa Capital, its largest shareholder, from obtaining representation on the board. This amount is a whopping ~6X more than what Sarissa intends to spend in this proxy contest. The most recent waste of money comes in the form of several expensive and duplicative mailings of white proxy cards to shareholders in an attempt to sway votes away from Sarissa.

Although Sarissa is outraged by the Amarin board squandering shareholder capital for its own entrenchment, we are not surprised as there has been a history of reckless spending and self-serving, unjust enrichment at Amarin. Notably, compensation has been insensitive to shareholder returns. In 2021, when the stock declined >31% and shareholders lost >$560 million in value,* the board gave CEO Karim Mikhail over $5.8 million in total compensation. Similarly, we doubt CEO Karim Mikhail’s 2022 compensation will fully reflect the poor performance under his watch last year. In late 2022, the year in which the stock declined >64% and shareholders lost over $840 million in value,† new directors were gifted $540,000 in stock and option grants on joining. Chairman Per Wold-Olsen alone was granted approximately $1 million of stock, options and cash in 2022.‡

Do not be misled by Amarin’s tactics to switch votes and do not be confused by the multiple mailings.  If you already voted a proxy card “FOR” the Sarissa Nominees and “FOR” the Removal of Chairman Per Wold-Olsen, there is NOTHING else for you to do.  But any subsequent vote you make will revoke your prior vote.  Only the last vote you submit will count.

We urge all shareholders to vote the BLUE proxy card “FOR” the Sarissa Nominees and “FOR” the removal of Chairman Per Wold-Olsen.

If you have not received a BLUE proxy card, you can vote the white proxy card but you must vote “FOR” all proposals on the white proxy card to have the same effect as a vote “FOR” all proposals on the BLUE proxy card.  Voting “FOR” on the white proxy card has the same effect as voting “FOR” on the BLUE proxy card.  But if holders want to fully support Sarissa, they must make sure that all “FOR” boxes are marked on your proxy card before you submit it.  If you have any questions on how to vote, we recommend that you contact Sarissa’s proxy solicitor, D.F. King, by calling (800) 331-7024 or emailing AMRN@dfking.com
Amarin is in dire need of change. Sarissa believes the current regime is wasting a uniquely valuable opportunity. Vascepa is a highly attractive asset that can not only meaningfully improve patients’ lives by reducing cardiovascular events but also save significant money for health systems worldwide. The board, led by Chairman Wold-Olsen, has failed shareholders and takes no accountability for its failures. Sarissa urges shareholders to act now to support change so that the current leadership does not continue its misguided stewardship of shareholder capital.

#FreeAmarin

Visit our website at www.freeamarin.com for helpful information about Sarissa and the need for change at Amarin.

Vote “FOR” the Sarissa Nominees and “FOR” the removal of Chairman Per Wold-Olsen.

The General Meeting of Amarin shareholders is scheduled for February 28, 2023, BUT TO MAKE SURE YOUR VOTE COUNTS, SUBMIT YOUR VOTE ON OR BEFORE TUESDAY, FEBRUARY 21, 2023.

Shareholders should have received the BLUE proxy card. If you have not received your BLUE proxy card or have any questions on how to vote, please contact:

D.F. King & Co., Inc.
48 Wall Street
New York, New York 10005
Shareholders call toll-free: (800) 331-7024
Banks and Brokers call: (212) 269-5550
By Email: AMRN@dfking.com

* 2021 stock performance calculated from end of day December 31, 2020 – December 31, 2021. Source: Bloomberg
† 2022 stock performance calculated from end of day December 31, 2021 – December 30, 2022. Source: Bloomberg
‡ Calculated based on corporate filings

Additional Information
 
Sarissa Capital Management LP (“Sarissa Capital”), together with other participants, filed a definitive proxy statement and an accompanying blue proxy card with the SEC on January 31, 2023, in connection with the solicitation of shareholders of Amarin Corporation plc (the “Company”) at the general meeting of the Company for the election of Sarissa Capital’s slate of highly-qualified nominees (the “General Meeting”). Shareholders are advised to read the definitive proxy statement and other relevant documents related to the General Meeting as they contain important information.
The definitive proxy statement and other relevant documents are available at no charge on the SEC’s website at www.sec.gov and at www.freeamarin.com. The definitive proxy statement and other relevant documents are also available at no charge by directing a request to Sarissa Capital’s proxy solicitor, D.F. King & Co., Inc., 48 Wall Street, New York, New York 10005 (Shareholders can call toll-free: (800) 331-7024).
 
Contact:
Jean Puong
Sarissa Capital Management LP
info@sarissacap.com