Amag urges shareholders to take no action on Caligan solicitation
AMAG Pharmaceuticals issued the following letter, which will be mailed to its shareholders. The letter said, in part, "You may soon receive consent solicitation materials from Caligan Partners LP, a hedge fund that accumulated its entire stake in AMAG Pharmaceuticals, Inc. within the past three months. Caligan has indicated that it intends to seek your written consent to remove and replace four members of your AMAG Board of Directors. Additionally, the Company is carefully reviewing the proposed ideas from Caligan, as it is concerned that certain actions pushed by Caligan may be destructive to the long-term value of the Company. The Board is committed to acting in the best interest of shareholders and maximizing long-term value creation, and remains steadfast in its belief that any corporate action taken must be for the benefit of all AMAG shareholders. Since 2017, the Company has made significant progress executing on its ambitious five-year strategic plan to develop and commercialize innovative products. In this timeframe, AMAG has successfully transformed from a specialty pharmaceuticals company with only two assets into a pharmaceutical company with four commercial therapies and two development-stage programs all while strengthening the financial profile of the Company. AMAG has streamlined and diversified its product portfolio and development pipeline through the divestiture of the CBR business and the acquisitions of AMAG-423 and ciraparantag and significantly strengthened its balance sheet through debt reduction and salesforce consolidation. Your Board believes that the removal of four highly-qualified and experienced members of the Board would be detrimental to the Company and our shareholders...It is imperative that shareholders take the necessary time to review relevant information, including the recommendation of AMAG's Board, before taking any action with respect to Caligan's consent solicitation. The Company intends to mail to you a consent revocation statement and accompanying GREEN consent revocation card, which will explain in more detail the Board's reasons for opposing Caligan's consent solicitation... We urge all shareholders to refrain from taking any action at this time and to WAIT for AMAG's consent revocation statement and GREEN consent revocation card. In the meantime, we urge all shareholders to disregard Caligan's consent efforts and discard any materials that may have been sent to you by Caligan."