Penwest Pharmaceuticals Co. said Friday it expects a new proxy fight led by two of its directors who want the company to wind down its operations.
In a letter to shareholders, Penwest said Kevin Tang and Joe Edelman intend to make a new push for control of the company. Tang and Edelman were elected to the board last year, and have pushed for the company to shut down its operations except for distributing revenue from the pain drug Opana ER. Combined, Penwest said they own 41 percent of its stock.
Penwest urged shareholders to support its slate of directors and against any candidates nominated by Tang and Edelman. Penwest's nominees include the authors of the letter, Chairman Paul Freiman and President and CEO Jennifer Good. The directors will be up for election at the company's annual meeting on June 22.
Penwest said a proxy fight would be a distraction that would force it to spend additional money, as well as jeopardizing its current partnership and ability to form new ones.
The company argued that it should not wind down operations because it has reported a profit for three consecutive quarters while consolidating operations and eliminating jobs to save money. It said its share price has more than doubled since the end of 2008. Last year, Penwest and Endo Pharmaceuticals, its partner on Opana ER, reached deals to delay generic competition to Opana ER and signed a licensing agreement with Valeant Pharmaceuticals, which will market Opana ER in Canada, Australia, and New Zealand.
The companies said Endo is pursuing other licensing agreements outside the U.S.
Edelman runs Perceptive Advisors LLC and Tang leads Tang Capital Management LLC. The two were elected to Penwest's board at the 2009 annual meeting. At that time, Penwest shareholders also approved a nonbinding resolution that the company wind down its operations.
In afternoon trading, Penwest stock rose 7 cents to $3.76. Earlier it reached a 52-week high of $3.86.