First Manhattan Co. (“FMC”), an owner-managed and operated investment advisory firm and the owner of approximately 9.9 percent of the outstanding shares of VIVUS, Inc. (“Vivus”) (NASDAQ: VVUS), today announced that it continues to seek a settlement with the Vivus board of directors despite the bad faith negotiating tactics and the disregard for the principles of corporate democracy demonstrated to date by the board. If all nine FMC nominees are elected, FMC will invite three current Vivus directors to join the newly reconstituted board.
First Manhattan held numerous meetings and phone conversations over the past several days with representatives of the Vivus board, seeking an equitable settlement to resolve the proxy contest for the benefit of all shareholders. On Sunday evening, July 14 th, FMC concluded a conversation with a Vivus board member with the understanding that FMC would receive a response to the latest settlement proposal. Instead, the Vivus board of directors terminated settlement discussions by responding with a press release stating its decision to adjourn the meeting, effectively denying shareholders their right to vote on the future of the company.
While we view these efforts to disenfranchise Vivus shareholders as egregious, we remain committed to doing what is best for the company and its shareholders, and we intend to invite three current Vivus directors to join the newly reconstituted board in the event that all nine FMC nominees are elected. We are committed to realizing value at Vivus for the benefit of all shareholders.
You can find additional details regarding our nominees’ strategic plan for value creation at http://www.ourmaterials.com/VVUS/. However, the execution of any strategic plan, including the hiring of any management personnel, will be subject to the fiduciary duties of the directors, if elected.If you have any questions, require assistance with voting your WHITE proxy card, or need additional copies of the proxy materials, please contact our proxy solicitor, MacKenzie Partners, Inc. at (212) 929-5500 or Toll-Free (800) 322-2885.
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