Penwest Pharmaceuticals investors seek support for vote on June 10

By Lisa Kerner

Charlotte, N.C., May 15 - Tang Capital Partners, LP and Perceptive Life Sciences Master Fund Ltd. asked Penwest Pharmaceuticals Co. shareholders to elect their three director nominees, amend Penwest's bylaws and approve a shareholder resolution at the company's annual meeting on June 10.

In a Thursday letter to Penwest shareholders, Tang and Perceptive said they have "serious concerns about the conduct of Penwest's board of directors and the direction in which it is taking the company."

Nominated by Tang and Perceptive for election are:

• Kevin C. Tang, founder and manager of Tang;

• Joseph Edelman, founder and manager of Perceptive; and

• Andrew D. Levin, M.D., Ph.D., a principal at Tang.

The shareholders said they will propose at the annual meeting that Penwest immediately wind down substantially all of its operations so that the full value of the Opana ER royalty stream will be retained.

To address what they call Penwest's "disgraceful" corporate governance, Tang and Perceptive will also propose amending the company's bylaws to, among other things, provide shareholders certainty as to the date of the annual meeting and declassify the board.

Tang and Perceptive invested approximately $45 million to acquire a 41.5% stake in Penwest, the letter said.

The current officers and directors of Penwest have invested "virtually nothing in Penwest's stock dating all the way back to July 1, 2003," the letter said.

As previously reported, Penwest named Perceptive managing member Joseph Edelman as a board nominee in its preliminary proxy statement.

Edelman said he was never informed of the nomination and learned of it through the proxy statement.

In March, Tang and Perceptive demanded to inspect the Danbury, Conn., pharmaceutical company's books and records in order to determine what, if any, additional proposals it should bring to a vote at the annual meeting.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.