Vivus says it victim of false statements, delays shareholder meet

July 14 Sun Jul 14, 2013 11:51pm EDT

July 14 (Reuters) - U.S. drugmaker Vivus Inc, locked in a proxy battle with First Manhattan Co, said paid advisors of the activist investor had made misleading statements and the company would be delaying its annual shareholder meeting by three days so that the matter could be dealt with.

Vivus said the advisors to its top investor had made false and misleading to shareholders regarding the recommendation of proxy advisory firm Institutional Shareholder Services (ISS) but did provide details as to what the statements were.

It has reported the matter to the U.S. Securities and Exchange Commission, asking that the regulator force FMC to correct them, it said in a news release.

FMC, a New York-based investment advisory firm with a 9.9 percent stake in Vivus, has repeatedly criticized the company, saying it badly mishandled the launch of its obesity drug Qsymia and failed to land a large company partner with deep pockets and a big enough sales force to help the drug reach its blockbuster potential.

The AGM, which had been scheduled for Monday, will now be held on July 18. Representatives for Vivus did not immediately respond to requests for comment by Reuters outside regular business hours. Representatives for FMC were also not immediately available for comment.

FMC has proposed replacing the entire slate of nine directors at the company's annual shareholder meeting and said it would bring in former AstraZeneca Plc senior executive Anthony Zook to replace longtime Vivus CEO Leland Wilson.

FMC said on July 5 that ISS had recommended three of the nine directors it had proposed for the board.

The decision to postpone the shareholder meeting comes a day after Vivus invited three of the nominees proposed by FMC to join its board, regardless of the outcome of the vote at the annual meeting.

QVT Financial LP, the third-largest shareholder in Vivus, intends to vote for the full slate of nine directors proposed by FMC, a source familiar with QVT's thinking said last week.

The investment firm, which owns a roughly 8.3 percent stake in Vivus, according to its latest public filings, has come to the decision because it believes that changes are needed at the drugmaker, the source said.

A couple walks along the rough surf during sunset at Oahu's North Shore, December 26, 2013. REUTERS/Kevin Lamarque

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