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VIVUS Files Definitive Proxy Materials With SEC

Stocks in this article: VVUS

Urges Stockholders to Vote FOR the Board's Nominees on GOLD Proxy Card Today

Dissidents' Actions Jeopardize VIVUS's Progress at Critical Time

MOUNTAIN VIEW, Calif., June 5, 2013 (GLOBE NEWSWIRE) -- VIVUS, Inc. (Nasdaq:VVUS) (the "Company"), a pharmaceutical company commercializing and developing innovative, next-generation therapies to address unmet needs in obesity and sexual health, today announced that it has filed its definitive proxy materials in connection with the Company's 2013 Annual Meeting of Stockholders, to be held on July 15, 2013, with the Securities and Exchange Commission ("SEC"). VIVUS stockholders of record at the close of business on May 31, 2013 are entitled to vote at the 2013 Annual Meeting.

The VIVUS Board of Directors unanimously recommends that stockholders vote " FOR" all of the Company's experienced and highly qualified directors – Leland F. Wilson; Peter Y. Tam; Mark B. Logan; J. Martin Carroll; Charles J. Casamento; Ernest Mario, Ph.D.; Jorge Plutzky, M.D.; Linda M. Dairiki Shortliffe, M.D.; and Robert N. Wilson – on the GOLD proxy card. Stockholders are encouraged to vote today by Internet, by telephone or by signing, dating and returning the GOLD proxy card. 

The Company also filed the following letter today with the SEC. The full text of the letter follows.

Dear Fellow Stockholder:

At VIVUS's Annual Meeting of Stockholders, scheduled for July 15, 2013, you will make an important decision regarding the future of your investment in the Company. First Manhattan Co. ("FMC") is seeking to replace the entire VIVUS Board of Directors with its own slate of nine director nominees in order to advance, in our view, its own interests. We believe the replacement of all of the incumbent directors at the present time is not in the best interest of VIVUS's stockholders. 

Under the guidance of the Board of Directors, VIVUS's management team successfully developed and won FDA approval for Qsymia, acknowledged by FMC to be "the most effective obesity drug ever developed."  Since winning FDA approval in July 2012, VIVUS's Board and management have made valuable progress on our retail commercialization plan for Qsymia and have begun discussions with large pharmaceutical companies to expand our presence with primary care doctors.  The campaign by FMC to replace VIVUS's entire Board of Directors, and presumably its management, jeopardizes our progress and puts your investment in VIVUS at risk.  Other than replacing the entire Board and management team, which would likely throw the Company into turmoil at a critical juncture, FMC has failed to articulate a plan as to what they would do differently if they were to take control of VIVUS.  Our independent Board has the relevant expertise, the in-depth understanding of our business, and will provide the continuity necessary to maximize value for all of VIVUS's stockholders.

Your vote is important in this election and we urge you to continue to support the VIVUS Board. To elect VIVUS's Board nominees, we encourage you to vote today by Internet, by telephone or by signing and dating the enclosed GOLD proxy card and returning it in the postage-paid envelope. Please vote each and every GOLD proxy card or GOLD voting instruction form you receive since you may hold shares in multiple accounts.

Consider the following in deciding how to vote at the upcoming Annual Meeting:

VIVUS HAS A CLEAR AND CONSISTENT PLAN TO BUILD A SUCCESSFUL QSYMIA BRAND AND TO INCREASE STOCKHOLDER VALUE

VIVUS's Board of Directors and management team have been consistent in their strategy to ensure commercial success for Qsymia. We are making significant progress in laying the foundation for Qsymia by expanding patient access, gaining payor reimbursement and creating awareness with physicians.  Recent important milestone events have already increased stockholder value and we believe will increase sales in the near future:

  • FDA approval of the Risk Evaluation and Mitigation Strategy (REMS) modification to allow for retail distribution;
  • increasing insurance coverage;
  • recognition of obesity as a drug treatment category by the American Association of Clinical Endocrinologists (AACE); and
  • a recent publication in Health Economics Review that highlights Qsymia's positive impact on Medicare spending and overall patient quality of life.

Increasing Patient Access. The VIVUS management team has recently gained FDA approval allowing retail pharmacy distribution.  Following the launch of Qsymia in September 2012, one of our priorities was to obtain approval of our REMS modification to allow access outside of the restrictive mail-order only channel.  This important milestone was achieved in April 2013. Retail distribution will allow us to broaden the distribution of Qsymia to thousands of certified retail pharmacies, improve patient access to Qsymia, and significantly simplify the prescribing and dispensing process for healthcare providers. 

With the REMS modification approval from the FDA, we have begun developing our initial direct-to-consumer (DTC) campaign. The DTC efforts are focused on encouraging patients to ask their doctor about Qsymia – a critical step in increasing consumer awareness and building Qsymia into a top-selling brand.  Over the next several months, our team will be diligently focused on the retail roll-out. The retail implementation includes: finalizing wholesaler agreements; building our distribution network; building and validating REMS-compliant databases; enrolling, training and certifying each pharmacy location; shipping product to wholesale and chain distribution centers; stocking certified retail pharmacies; and promoting the availability of Qsymia to prescribing doctors and patients.  We expect to announce retail availability by mid-July 2013, at which time we anticipate that Qsymia will be stocked in thousands of certified retail pharmacies.  

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