Accueil / Communiqués / Innoviva Issues Statement on Upcoming Annual Meeting of Stockholders

Innoviva Issues Statement on Upcoming Annual Meeting of Stockholders

Tuesday, April 18th 2017 at 8:30pm UTC

Innoviva Board Recommends Shareholders Vote “FOR” All of
Innoviva’s Qualified Directors on the WHITE Proxy Card

Value Creating Strategy Supported by Innoviva’s Most Important
Partner, GlaxoSmithKline

BRISBANE, Calif.–(BUSINESS WIRE)– Innoviva, Inc. (the “Company” or “Innoviva”) (NASDAQ: INVA) today
summarized for shareholders the clear and compelling reasons to vote FOR
its nominees at the Company’s upcoming Annual Meeting of Stockholders to
be held on April 20.

Reasons to vote FOR Innoviva’s highly qualified nominees on the WHITE
proxy card:

  1. The Company’s Board of Directors’ (the “Board”) plan is delivering
    value. Innoviva has delivered a 32% compounded growth rate in
    royalties over the last 10 reported quarters.
  2. The Board is responsive to all of our shareholders. Your Board has
    determined to undertake a fresh, comprehensive review of all of our
    costs, including executive and director compensation structure.
  3. The Board’s working strategy is supported by our partner,
    GlaxoSmithKline plc (“GSK”).
    “GSK has been a long-time partner of
    Innoviva and we continue to value the collaborative and productive
    relationship.” – GSK, Schedule 13D/A filed on April 13, 2017.
  4. The Board has the right experience. Our Board is comprised of 4
    current or former CEOs, 2 former CFOs and 6 directors with relevant
    industry experience.

Reasons to discard Sarissa’s GOLD proxy card and vote on the WHITE card:

  1. Sarissa is seeking to change a successful strategy. Despite vocal
    support for the partnership from GSK, Sarissa is blindly insisting on
    destroying this working strategy. Why does Sarissa want to destroy
    a plan supported by Innoviva’s most important partner, GSK?
  2. Sarissa’s nominees are highly unqualified. The nominees are
    unquestionably tied directly or indirectly to Sarissa. One nominee is
    a film executive whose only experience seems to be loyalty to Sarissa. Is
    this the right team to change our proven strategy?
  3. Sarissa is seeking effective control. Sarissa originally launched its
    proxy fight by nominating 4 directors for our 7-person Board. Sarissa
    is still seeking to oust our CEO and Chairman from the Board and has
    publicly asked for the resignation of a fourth director from our Board.
  4. Sarissa has a history of destroying value. Prior experience plainly
    shows Sarissa’s haphazard supposed strategy destroys value.

The Annual Stockholders Meeting is now just a few days away. We urge our
shareholders to vote on the WHITE proxy card in favor of the current
Board to protect their investment and the long-term value of Innoviva.


Your Vote Is Important, No Matter How Many or How Few Shares
You Own!

If you have questions about how to vote your shares, please contact:


(888) 750-5834 (TOLL-FREE from the U.S. and Canada)

or (412) 232-3651 (from other locations)

Banks and Brokers May Call Collect: (212) 750-5833



Please simply discard any Gold proxy card that you may receive from
Returning a Gold proxy card – even if you “withhold” on Sarissa’s
nominees –
will not help your Company, as it will revoke any vote you
previously submitted

on Innoviva’s WHITE proxy card.


Please visit
for more information.


About Innoviva

Innoviva is focused on bringing compelling new medicines to patients in
areas of unmet need by leveraging its significant expertise in the
development, commercialization and financial management of
bio-pharmaceuticals. Innoviva’s portfolio is anchored by the respiratory
assets partnered with Glaxo Group Limited (GSK), including RELVAR®/BREO®
ELLIPTA® and ANORO® ELLIPTA®, which were jointly developed by Innoviva
and GSK. Under the agreement with GSK, Innoviva is eligible to receive
associated royalty revenues from RELVAR®/BREO® ELLIPTA®, ANORO®
ELLIPTA®. In addition, Innoviva retains a 15 percent economic interest
in future payments made by GSK for earlier-stage programs partnered with
Theravance BioPharma, Inc., including the closed triple combination
therapy for Chronic Obstructive Pulmonary Disease (COPD). For more
information, please visit Innoviva’s website at

ANORO®, RELVAR®, BREO® and ELLIPTA® are trademarks of the
GlaxoSmithKline group of companies.

Forward-Looking Statements

This press release contains certain “forward-looking” statements as that
term is defined in the Private Securities Litigation Reform Act of 1995
regarding, among other things, statements relating to goals, plans,
objectives and future events, including expected cost savings. Innoviva
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 21E of
the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995. The words “anticipate,” “expect,” “goal,”
“intend,” “objective,” “opportunity,” “plan,” “potential,” “target” and
similar expressions are intended to identify such forward-looking
statements. Such forward-looking statements involve substantial risks,
uncertainties and assumptions. These statements are based on the current
estimates and assumptions of the management of Innoviva as of the date
of this press release and are subject to risks, uncertainties, changes
in circumstances, assumptions and other factors that may cause the
actual results of Innoviva to be materially different from those
reflected in the forward-looking statements. Important factors that
could cause actual results to differ materially from those indicated by
such forward-looking statements include, among others, risks related to:
expected cost savings, lower than expected future royalty revenue from
respiratory products partnered with GSK, the commercialization of
RELVAR®/BREO® ELLIPTA® and ANORO® ELLIPTA® in the jurisdictions in which
these products have been approved; the strategies, plans and objectives
of Innoviva (including Innoviva’s growth strategy and corporate
development initiatives beyond the existing respiratory portfolio); the
timing, manner, amount and planned growth of anticipated potential
capital returns to shareholders (including, without limitation,
statements regarding Innoviva’s expectations of future purchases under
its capital return programs and future cash dividends); the status and
timing of clinical studies, data analysis and communication of results;
the potential benefits and mechanisms of action of product candidates;
expectations for product candidates through development and
commercialization; the timing of regulatory approval of product
candidates; and projections of revenue, expenses and other financial
items. Other risks affecting Innoviva are described under the headings
“Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” contained in Innoviva’s Annual
Report on Form 10-K for the year ended December 31, 2016, which is on
file with the Securities and Exchange Commission (“SEC”) and available
on the SEC’s website at
Additional factors may be described in those sections of Innoviva’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, to
be filed with the SEC in the second quarter of 2017. In addition to the
risks described above and in Innoviva’s other filings with the SEC,
other unknown or unpredictable factors also could affect Innoviva’s
results. Past performance is not necessarily indicative of future
results. No forward-looking statements can be guaranteed and actual
results may differ materially from such statements. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. The information in this press release is
provided only as of the date hereof, and Innoviva assumes no obligation
to update its forward-looking statements on account of new information,
future events or otherwise, except as required by law.


Investor Contact:
Innoviva, Inc.
Eric d’Esparbes,
Senior Vice President and Chief Financial Officer

Abernathy MacGregor
Patrick Tucker or Ina
212-371-5999 or 213-630-6550

Source: Innoviva, Inc.

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