Vivus shareholders will have to endure a few more days of listening to the barbs that the company and First Manhattan Co. have been trading for weeks in the run-up to the company's annual shareholder meeting. Instead of tallying votes today to see if FMC will be installing any of its nominees to the board, Vivus has reported First Manhattan to the SEC for issuing allegedly false statements, a move that has delayed the meeting until Thursday.
FMC and Vivus ($VVUS) have been in a pitched proxy war, waged by FMC over Vivus' failed launch of weight-loss drug Qsymia, once considered a blockbuster hopeful. According to a Vivus press release, the Mountain View, CA-based drugmaker Sunday informed the SEC and provided supporting documentation that paid advisers of FMC made "false and misleading statements to Vivus stockholders" regarding the recommendation of Institutional Shareholder Services (ISS).
According to Reuters, ISS backed three of 9 of FMC's board candidates but said its complete board overhaul was unnecessary. Vivus did not provide details on which statements from First Manhattan it deemed false, but it said it had postponed the meeting to give FMC time to "adequately remedy these actions, and for Vivus stockholders to be fully informed of FMC's misleading activities."
First Manhattan, which denied the allegations, has not taken so kindly to the meeting postponement. It accused Vivus of purposely disenfranchising shareholders and using it as a stalling tactic it believes is "simply aimed at preserving their entrenched position," FMC told Reuters.
Vivus might be feeling some extra heat, as its third-largest shareholder, investment firm QVT Financial LP, is reportedly now on board with First Manhattan's plan. QVT intends to vote for all 9 of FMC's board nominees, an unnamed Reuters source said. FMC and Vivus did make some diplomatic headway over the weekend, with the drugmaker extending an invitation to First Manhattan for three of its nominees to join its board of directors regardless of the voting outcome. But now, First Manhattan says it will examine all available options, including legal action.
- read the Vivus release
- get more from Reuters