"Elliott Advisors (UK) Ltd ("Elliott"), the largest shareholder in Actelion Ltd ("Actelion", ATLN:VX), believes the recent nomination by the Company of two independent and well-qualified board members is a step in the right direction but clearly does not go far enough to create real change that will increase shareholder value.
We believe the combination of Elliott's proposed six independent directors, plus Jean-Pierre Garnier, GlaxoSmithKline's first CEO, and Robert Bertolini, the former chief financial officer of Schering-Plough, will create an appropriately qualified, energized, and truly independent Board. Therefore, Elliott has decided to support the Garnier and Bertolini nominations.
Furthermore, we strongly urge shareholders to support our resolution removing the existing restriction on the maximum size of the Board. This is necessary because the election procedure announced by the Company on 11 April might result in a limited number of openings left in the Board when it comes to the election of newly proposed nominees, giving existing Board members a considerable advantage. Any shareholder wishing to create a level playing field, in which shareholders are allowed to vote on all available nominees and to freely express their view on the future composition of the Board, should therefore support Elliott's motion to lift the size restriction. Elliott intends to propose reinstating the cap at next year's AGM.
Elliott continues to believe shareholders are being deprived of a real choice by the current Board that is running a high-risk strategy for the future of the company. The independent board has consistently stated that it will explore all options available to the company to increase shareholder value. Meanwhile, Actelion's runaway cost structure, which is linked to an unfocused and to date unsuccessful R&D strategy, lacks effective management oversight and is destroying value for all stakeholders. Elliott urges all shareholders to register to vote for the upcoming Annual General Meeting on 5 May to make a choice for a real change at Actelion."
Contacts:
UK, US:
Finsbury Group
Rollo Head/Matthew Newton, +44 207 251
3801
elliott@finsbury.com
or
Switzerland:
Roth
Relations
Iris Roth, +41 43 244 96 81
consulting@rothrelations.com
