Innoviva, Inc. · NASDAQ:INVA
Innoviva — Proxy Contest (April 2017)
28 slides from Innoviva's proxy contest presentation, Apr 3, 2017
Slide 1: Forward-looking statements
This presentation 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. Innoviva intends such forward-looking statements to be cov
Slide 2: Table of Contents
Table of Contents Important Facts About Innoviva 1 Sarissa’s Campaign 5 Accurate and Complete Timeline of Interactions With Sarissa 7 2016 Nominating and Governance Committee Timeline 12 Appendix ©2017 INNOVIVA
Slide 3: Important Facts About Innoviva
©2017 INNOVIVA Important Facts About Innoviva
Slide 4: Framework for GSK Collaboration
Framework for GSK Collaboration ©2017 INNOVIVA 1 Consists of four members (2 from Innoviva, 2 from GSK) Members required to have “appropriate expertise” 1 member must be an Innoviva V.P. or above Determines overall strategy and coordinates the activities under the collaboration agreement Required to
Slide 5: How Innoviva's Collaboration with GSK Drives Value
How Innoviva’s Collaboration with GSK Drives Value ©2017 INNOVIVA 2 Innoviva has significant operational obligations and responsibilities: 50% partners with GSK in managing the development and commercialization of our products 50% partners with GSK in amending and approving the marketing plans for o
Slide 6: Innoviva's Cost Structure
1 Of the 30%, slightly less than half associated with mostly market research for our operations, and the rest associated with public company and legal costs 2 Based on FactSet consensus estimates 3 Comparable company compensation based on fiscal year 2015 per public filings. Peer group includes: AMA
Slide 7: Innoviva's Board and Governance
Innoviva’s Board and Governance ©2017 INNOVIVA 4 Board Our Board is composed of highly qualified directors that provide invaluable oversight to our business Deeply involved – 18 full Board meetings in 2016; 18 committee meetings and numerous informal communications Deep bench of experience and skill
Slide 8: Sarissa's Campaign
©2017 INNOVIVA Sarissa’s Campaign
Slide 9: Sarissa's Proxy Fight and Litigation
Sarissa’s Campaign ©2017 INNOVIVA 5 Sarissa’s Proxy Fight and Litigation Sarissa nominated candidates to replace a majority of the Board without prior notice Retreated by dropping Sarissa’s General Counsel after its campaign became public Seeking to remove our Chairman, CEO and Chair of Audit Commit
Slide 10: Sarissa and Enzon
Sarissa and Enzon ©2017 INNOVIVA 6 1Sarissa Capital Management: “Innoviva Investor Presentation” (March 30, 2017), Page 63 Enzon and Cost-Cutting At Enzon, Sarissa claims it took actions to “maximize value returned to stockholders.”1 We think the facts speak for themselves. Under Denner’s tenure as
Slide 11: Accurate and Complete Timeline of Interactions With Sarissa
©2017 INNOVIVA Accurate and Complete Timeline of Interactions With Sarissa
Slide 12: Accurate and Complete Timeline of Interactions With Sarissa
Accurate and Complete Timeline of Interactions With Sarissa1 ©2017 INNOVIVA 7 November 22, 2016 – Mike Aguiar reached out to schedule a call with Alex Denner in response to Sarissa’s November 14, 2016 Schedule 13-F filing December 15, 2016 – Mike Aguiar and Eric d’Esparbes had a telephone call with
Slide 13: Timeline of Interactions With Sarissa (continued)
©2017 INNOVIVA 8 February 17, 2017 – Mike Aguiar contacted Alex Denner to request an in-person meeting during the week of February 27th between Mike Aguiar, Board members and Alex Denner to discuss Sarissa’s nomination notice; Alex Denner did not respond to Mike Aguiar’s outreach February 24, 2017 –
Slide 14: Timeline of Interactions With Sarissa (continued)
©2017 INNOVIVA 9 March 6, 2017 – Patrick LePore, Chairperson of the Company’s Nominating/Corporate Governance Committee, and Paul Pepe, the former Chairperson of the Company’s Nominating/Corporate Governance Committee and current director, held telephonic interviews with Sarissa’s two independent no
Slide 15: Timeline of Interactions With Sarissa (continued)
©2017 INNOVIVA 10 March 14, 2017 – Mike Aguiar proposed an in-person meeting in NYC with a few Board members on March 22 or 23 March 15, 2017 – Odysseas Kostas accepted Mike Aguiar’s proposal for an in-person meeting in NYC on March 22 or 23, but stated that Alex Denner will be out of the country th
Slide 16: Timeline of Interactions With Sarissa (continued)
©2017 INNOVIVA 11 March 24, 2017 – Lindsey Johnston of Sarissa contacted William Waltrip stating that Alex Denner was available for a meeting on March 29 at 3 PM. William Waltrip responds to Alex Denner stating that the Board members were not available at 3 PM on March 29, but would be available for
Slide 17: 2016 Nominating and Governance Committee Timeline
©2017 INNOVIVA 2016 Nominating and Governance Committee Timeline
Slide 18: 2016 Nominating and Governance Committee Timeline
2016 Nominating and Governance Committee Timeline ©2017 INNOVIVA 12 Below is a summary timeline relating to the appointments of Patrick LePore and Barbara Duncan to the Board of Directors (the “Board”) of Innoviva, Inc. (the “Company”) in 2016 May 24, 2016: At the direction of the Board, the Company
Slide 19: 2016 Nominating and Governance Committee Timeline
2016 Nominating and Governance Committee Timeline ©2017 INNOVIVA 13 September 22, 2016: Candidate B met with two members of the Committee, William Waltrip and James L. Tyree in NYC Patrick LePore met with William Waltrip and James L. Tyree, in NYC Barbara Duncan met with William Waltrip and James L.
Slide 20: 2016 Nominating and Governance Committee Timeline
2016 Nominating and Governance Committee Timeline ©2017 INNOVIVA 14 October 26, 2016: During a regularly scheduled Board meeting, a concurrent meeting of the Committee was convened: Discussed proposal to appoint Mr. LePore to the Board and to the Compensation Committee of the Board (the “Compensatio
Slide 21: 2016 Nominating and Governance Committee Timeline
2016 Nominating and Governance Committee Timeline ©2017 INNOVIVA 15 November 4, 2016: The full Board received information on the background check of Ms. Duncan conducted by the Mintz Group, and the Chair of the Committee suggested appointing Ms. Duncan at the next Board call, which was scheduled to
Slide 22: 2016 Nominating and Governance Committee Timeline
2016 Nominating and Governance Committee Timeline + November 4, 2016: The full Board received information on the background check of Ms. Duncan conducted by the Mintz Group, and the Chair of the Committee suggested appointing Ms. Duncan at the next Board call, which was scheduled fo be held in two w
Slide 23: RELVAR/BREO ELLIPTA Important Safety Information (U.S.)
RELVAR®/BREO® ELLIPTA® Important Safety Information (U.S.) The following ISI is based on the Highlights section of the US Prescribing Information for Breo Ellipta Please consult the full Prescribing Information for all the labelled safety information for Breo Ellipta. Long-acting beta2-adrenergic ag
Slide 24: ANORO ELLIPTA Important Safety Information (U.S.)
ANORO® ELLIPTA® Important Safety Information (U.S.) The following Important Safety Information (ISI) is based on the Highlights section of the Prescribing Information for Anoro Ellipta. Please consult the full Prescribing Information for all the labeled safety information for Anoro Ellipta. Long-act
Slide 25: Reconciliation of Non-GAAP Financial Measures to GAAP
Appendix Reconciliation of Non-GAAP Financial Measures to GAAP To supplement the consolidated financial statements presented in accordance with generally accepted accounting principles in the United States, or GAAP, Innoviva uses the non-GAAP financial measures of adjusted EBITDA and adjusted earnin
Slide 26: Reconciliation of Non-GAAP Financial Measures to GAAP
GAAP net income Reconciliation of Non-GAAP Financial Measures to GAAP ©2017 INNOVIVA Reconciliation of GAAP to Non-GAAP Operating Results (in thousands) Reconciliation of GAAP to Non-GAAP Operating Results (in thousands, except per share data) Eight Quarters Ended Dec. 31, 2016 Twelve Months Ended D
Slide 27: Reconciliation of Non-GAAP Financial Measures to GAAP
Reconciliation of Non-GAAP Financial Measures to GAAP Reconciliation of GAAP to Non- GAAP Operating Results (in thousands} Reconciliation of GAAP to Non- GAAP Operating Results {in thousands, except per share data) Eight Quarters Ended Dec. 31, 2016 (unaudited) ama: GAAP net income $40,776 Non-GAAP
Slide 28: INVA.COM
INVA.COM