0001140361-23-007234.txt : 20230215 0001140361-23-007234.hdr.sgml : 20230215 20230215160051 ACCESSION NUMBER: 0001140361-23-007234 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230215 DATE AS OF CHANGE: 20230215 GROUP MEMBERS: ALEXANDER J. DENNER, PH.D. GROUP MEMBERS: LOUIS STERLING III 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: 23635312 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 ny20006859x21_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. 9)*

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 14, 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  7 Pages
SCHEDULE 13D

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Sarissa Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)       ☐
(b)       ☐
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER

0
8
SHARED VOTING POWER

25,210,000
9
SOLE DISPOSITIVE POWER

0
10
SHARED DISPOSITIVE POWER

25,210,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,210,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 ☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.22%
14
TYPE OF REPORTING PERSON
 
PN
CUSIP No. 023111206
Page 3 of 7 Pages
SCHEDULE 13D

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Alexander J. Denner, Ph.D.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ☐ 
(b)       ☐
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS

AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER

0
8
SHARED VOTING POWER

25,210,000
9
SOLE DISPOSITIVE POWER

0
10
SHARED DISPOSITIVE POWER

25,210,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,210,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 ☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.22%
14
TYPE OF REPORTING PERSON
 
IN
CUSIP No. 023111206
Page 4 of 7 Pages
SCHEDULE 13D

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Louis Sterling III
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ☐
(b)       ☐
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS

PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER

69,772
8
SHARED VOTING POWER

0
9
SOLE DISPOSITIVE POWER

69,772
10
SHARED DISPOSITIVE POWER

0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

69,772
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 ☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%
14
TYPE OF REPORTING PERSON
 
IN
CUSIP No. 023111206
Page 5 of 7 Pages
SCHEDULE 13D
 
This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) 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, Amendment No. 7 to Schedule 13D filed on February 10, 2023, and Amendment No. 8 to Schedule 13D filed on February 14, 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. 9 is being filed to amend Item 4, Item 5(a) 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 14, 2023, Sarissa Capital issued the press release attached as Exhibit 12 hereto.
 
Item 5. Interest in Securities of the Issuer. Item 5(a) of the Schedule 13D is hereby amended and restated as follows:

  (a) The Sarissa Reporting Persons may be deemed to beneficially own, in the aggregate, 25,210,000 Shares representing approximately 6.22% of the outstanding Shares (the “Sarissa Shares”). Mr. Sterling may be deemed to beneficially own, in the aggregate, 69,772 Shares representing approximately 0.02% of the outstanding Shares (the “Sterling Shares”), including call options representing 5,500 Shares (as further described in Item 6). Percentages of the outstanding Shares are based upon the 405,209,963 Shares outstanding as of January 23, 2023, including 384,708,057 ADSs, and 20,501,906 Ordinary Shares, as set forth in Schedule 14A of the Issuer filed with the SEC on January 31, 2023.

Item 7.  Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to include the following:
 
Exhibit 12 – Press Release, February 14, 2023
CUSIP No. 023111206
Page 6 of 7 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 15, 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 7 of 7 Pages
SCHEDULE 13D

INDEX TO EXHIBITS
Exhibit 12 – Press Release, February 14, 2023
 

EX-12 2 ny20006859x21_ex12.htm EXHIBIT 12
EXHIBIT 12

SARISSA CAPITAL DISAPPOINTED THAT AMARIN WEBCAST CONTINUES BOARD’S DEFENSE OF POOR RESULTS AND LACK OF ACCOUNTABILITY

Sarissa Believes Amarin Board Missed an Opportunity for its First True Engagement with Frustrated Shareholder Base

Sarissa Points to Several Statements Made by the Amarin Board Which Demonstrate a Complete Lack of Understanding of the Reality for Amarin Shareholders

Greenwich, CT, February 14, 2023 – Sarissa Capital Management LP (“Sarissa”) today issued the following statement regarding Amarin Corporation plc (NASDAQ: AMRN):
Sarissa Capital believes that today’s Amarin webcast was yet again tone-deaf to shareholders and another display by management of a lack of accountability for its poor performance. Today’s webcast was a missed opportunity for Amarin leadership to truly engage with frustrated shareholders, take accountability for their numerous missteps and embrace the benefits of shareholder representation and oversight. Instead, the board astonishingly contends that they are doing a great job and should change nothing going forward.

The board made many head scratching statements that fortify our belief that necessary change will not occur under current leadership.

•
CEO Karim Mikhail stated today: “…we have delivered this year on every objective we had in a consistent way.” Meanwhile, shareholders have suffered greatly. In 2022 alone, shareholders lost >$840M in value due to repeated missteps by management.*

•
CEO Karim Mikhail also stated that shareholder engagement has been a top priority for the company since day 1 of his tenure. This is the first time in his two-year tenure that the company hosted a webcast aimed at its retail shareholder base.

•
Board Member Erin Enright indicated they were “quite quick” on cost cutting, including in the face of an expected 3rd generic in January 2022. Even after it took Amarin 6 months to announce a cost reduction plan. This is NOT “quite quick.” Watching weekly prescription volume does not equal preparedness for a plan to act.

•
Board Member Erin Enright also indicated Amarin’s high compensation levels in the face of the company’s poor results are warranted. Unfortunately for Amarin shareholders sometimes you DON’T get what you pay for:

o
CEO Karim Mikhail was paid >$5.8M in total compensation in 2021 when the stock declined >31% and shareholders lost >$560M in value. †
o
Chairman Per Wold-Olsen was granted approximately $1M in compensation in 2022 when the stock lost >64% of its value that year. †

•
Board Member Adam Berger applauded the company’s boots on the ground efforts in China. Yet, years after Amarin submitted Vascepa, it is still not approved in China despite years of missing its guidance.

•
Amarin was unable to secure German reimbursement and continues to blame external factors without taking any accountability. Novartis, a global biopharmaceutical company with vast experience commercialization in Europe had a different view of Germany, recently stating “…Germany has had some headwinds. But overall, the German environment, we’d say, is relatively positive and workable… I think Germany remains [a] most attractive market.” ‡

•
Board Member Erin Enright claimed that spending >$7M for this campaign was necessary given the “diffuse shareholder base.” Conversely, Sarissa has spent approximately $1M and has effectively communicated with shareholders, who have shared their frustration with us on the lack of progress and accountability at Amarin. Either Amarin does not know how to spend money efficiently or does not care about shareholders’ money.

Amarin is in dire need of change. It is clear to us that current Amarin leadership will not fix the problems at Amarin because they do not believe that any problems exist. This harsh reality for shareholders was made painfully apparent on today’s webcast where board members eschewed any accountability for the company’s current situation and urged shareholders to stay the course – a course that to date has resulted in tremendous destruction of shareholder value. Sarissa is Amarin’s largest shareholder. We are long term shareholders and have not sold any shares since acquiring our position. We have a stellar track record of success, including in the cardiovascular space. Our nominees have the experience and qualifications to help unlock Amarin’s true potential.

We urge all shareholders to vote the BLUE proxy card “FOR” the Sarissa Nominees and “FOR” the removal of Chairman Per Wold-Olsen on or prior to the deadline on Tuesday, February 21, 2023.

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.  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

#FreeAmarin

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

* 2022 stock performance calculated from end of day December 31, 2021 – December 30, 2022. Source: Bloomberg
† 2021 stock performance calculated from end of day December 31, 2020 – December 31, 2021. Source: Bloomberg. Chairman Per Wold-Olsen compensation and CEO Karim Mikhail calculated based on corporate filings
‡ Novartis Full Year 2022 Earnings February 1, 2023

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