First Manhattan Co.'s False and Misleading Statements Reported to the U.S. Securities and Exchange Commission
VIVUS Demands Immediate Corrective Disclosure by FMC
VIVUS to Adjourn Annual Meeting of Stockholders to Thursday, July 18, 2013
Urges Stockholders to Vote FOR the Company's Nominees on the GOLD Proxy Card
MOUNTAIN VIEW, Calif., July 14, 2013 (GLOBE NEWSWIRE) --VIVUS, Inc. (Nasdaq:VVUS) (VIVUS or 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 informed the U.S. Securities and Exchange Commission (SEC), and provided supporting documentation, that paid advisors of First Manhattan Co. (FMC) made false and misleading statements to VIVUS stockholders regarding the recommendation of Institutional Shareholder Services (ISS) in connection with the Company's 2013 Annual Meeting of Stockholders. Furthermore, VIVUS reported to the SEC that FMC did not file the required disclosures with the SEC regarding these statements. VIVUS has requested that the SEC require FMC to take corrective actions that are adequate to address the level and extent of the false and misleading statements made by FMC.
In light of these developments and the expected time required for FMC to adequately remedy these actions, and for VIVUS stockholders to be fully informed of FMC's misleading activities, the VIVUS Board of Directors has directed that the Annual Meeting of Stockholders be adjourned from Monday, July 15, 2013 to Thursday, July 18, 2013 at 8:00am Pacific Time, at the Company's headquarters at 351 East Evelyn Avenue, Mountain View, CA 94041. VIVUS believes that its stockholders are entitled to have sufficient time to consider accurate information and make informed voting decisions that are not tainted by the false and misleading statements made by FMC.
DO NOT REWARD FMC FOR MAKING FALSE AND MISLEADING STATEMENTS
If FMC cannot conduct itself in accordance with the federal securities laws, we believe stockholders should have significant concerns about supporting FMC's efforts to replace the VIVUS Board and take control of the Company and your investment.
The vote of every VIVUS stockholder is extremely important, no matter how many or how few shares they own. Whether or not VIVUS stockholders plan to attend the Annual Meeting, they have an opportunity to protect their investment in VIVUS by voting the GOLD proxy card. Since time is short, the Company asks that stockholders please vote by telephone or Internet according to the instructions on the GOLD proxy card. Even if stockholders have already voted using the white proxy card, they have the right to change their vote to the GOLD proxy card and support VIVUS's director nominees.
Voting by telephone or Internet is the best way for stockholders to ensure that their votes will be counted. Please do not return or otherwise vote any white proxy card sent to you by FMC.