SEC Comment Letter 0000000000-23-000850 to AMARIN CORP PLC\UK (AMRN) (CIK 0000897448) (AMRN)
AMARIN CORP PLC\UK (AMRN) (CIK 0000897448)
Date: Jan. 26, 2023 · CIK: 0000897448 · Accession: 0000000000-23-000850
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo January 25, 2023 Russell L. Leaf Partner Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 Re:AMARIN CORP PLC\UK PREC14A filed January 18, 2023 Filed by Sarissa Capital Catapult Fund LLC et al. SEC File No. 0-12392 Dear Russell L. Leaf: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. All defined terms have the same meaning as in your proxy statement, unless otherwise indicated. PREC14A filed January 18, 2023 Proposal 1 - Removal of Chairman Per Wold-Olsen From the Board, page 6 1.Your disclosure indicates that pursuant to the Company's governing instruments, the Board is limited to 15 members. If Proposal 1 is not approved, but Proposals 3 through 9 pass, there would be more than 15 Board members. Disclose what would happen in that case, or revise the proxy statement and proxy card to indicate some aspect of conditionality among the proposals. Proposals 3 through 9 - Election of Directors, page 6 2.Clearly disclose how long these director nominees will serve if elected to the Board. 3.Expand to discuss your nominees' plans for the Company if they are elected to the Board,
FirstName LastNameRussell L. Leaf Comapany NameWillkie Farr & Gallagher LLP January 25, 2023 Page 2 FirstName LastName Russell L. Leaf Willkie Farr & Gallagher LLP January 25, 2023 Page 2 and to describe the specific actions they will advocate for despite their minority status. 4.Refer to the last paragraph on page 6. Expand to fully describe the indemnification obligations of the Beneficial Owners to participants in this solicitation and their affiliates. See Item 5(b) of Schedule 14A. How to Vote, page 11 5.Describe the method by which shareholders can "lodge" their proxies at the offices of the Company's registrars. For example, clarify if proxies can be transmitted via email or facsimile or whether they must be mailed to the address provided in England. General 6.Please include a Background section discussing the events and contacts between the parties leading up to this solicitation. 7.Revise to provide the disclosure required by Item 23 of Schedule 14A. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Christina Chalk at (202) 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
January 25, 2023
Russell L. Leaf
Partner
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Re:AMARIN CORP PLC\UK
PREC14A filed January 18, 2023
Filed by Sarissa Capital Catapult Fund LLC et al.
SEC File No. 0-12392
Dear Russell L. Leaf:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
All defined terms have the same meaning as in your proxy statement, unless otherwise
indicated.
PREC14A filed January 18, 2023
Proposal 1 - Removal of Chairman Per Wold-Olsen From the Board, page 6
1.Your disclosure indicates that pursuant to the Company's governing instruments, the
Board is limited to 15 members. If Proposal 1 is not approved, but Proposals 3 through 9
pass, there would be more than 15 Board members. Disclose what would happen in that
case, or revise the proxy statement and proxy card to indicate some aspect of
conditionality among the proposals.
Proposals 3 through 9 - Election of Directors, page 6
2.Clearly disclose how long these director nominees will serve if elected to the Board.
3.Expand to discuss your nominees' plans for the Company if they are elected to the Board,
FirstName LastNameRussell L. Leaf
Comapany NameWillkie Farr & Gallagher LLP
January 25, 2023 Page 2
FirstName LastName
Russell L. Leaf
Willkie Farr & Gallagher LLP
January 25, 2023
Page 2
and to describe the specific actions they will advocate for despite their minority status.
4.Refer to the last paragraph on page 6. Expand to fully describe the indemnification
obligations of the Beneficial Owners to participants in this solicitation and their affiliates.
See Item 5(b) of Schedule 14A.
How to Vote, page 11
5.Describe the method by which shareholders can "lodge" their proxies at the offices of the
Company's registrars. For example, clarify if proxies can be transmitted via email or
facsimile or whether they must be mailed to the address provided in England.
General
6.Please include a Background section discussing the events and contacts between the
parties leading up to this solicitation.
7.Revise to provide the disclosure required by Item 23 of Schedule 14A.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions