Published:
Accipiter Life Sciences Announces Nomination of Three Independent Director Candidates for Election to the Penwest Board at the 2008 Annual Meeting
NEW YORK, Feb. 15 /PRNewswire/ -- Accipiter Life Sciences Fund, LP
("Accipiter Life Sciences"), announced today that it has nominated Gabe
Hoffman, David Lohman and Eugene I. Davis for election to the Board of
Directors of Penwest Pharmaceuticals Co. (the "Company") (Nasdaq: PPCO) at the
Company's 2008 Annual Meeting of Shareholders. The Company has not announced
the date of the annual meeting. Accipiter Life Sciences, which, together with
its affiliates, beneficially owns 2,168,213 shares, or approximately 9.3% of
the outstanding shares, of common stock of the Company, submitted written
notice of the nominations to the Company's Corporate Secretary in a letter
dated February 15, 2008.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Accipiter Life Sciences Fund, LP ("Accipiter Life Sciences"), together
with the other Participants (as defined below), intend to make a preliminary
filing with the Securities and Exchange Commission ("SEC") of a proxy
statement and accompanying proxy card to be used to solicit votes for the
election of a slate of director nominees at the 2008 annual meeting of
shareholders of Penwest Pharmaceuticals Co., a Washington corporation (the
"Company").
ACCIPITER LIFE SCIENCES ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR.
The participants in the proxy solicitation are anticipated to be Accipiter
Life Sciences Fund (Offshore), Ltd., ("ALS Fund Offshore"), Accipiter Life
Sciences Fund II, LP, ("ALS Fund II"), Accipiter Life Sciences Fund II
(Offshore), Ltd., ("ALS Fund II Offshore"), Accipiter Life Sciences Fund II
(QP), LP, ("ALS Fund II QP") (together with Accipiter Life Sciences, ALS Fund
Offshore, ALS Fund II, ALS Fund II Offshore, ALS Fund II QP, the "Accipiter
Entities"), Accipiter Capital Management, LLC, ("Accipiter Management"),
Candens Capital, LLC, ("Candens Capital"), Gabe Hoffman, David Lohman and
Eugene I. Davis. As of the date of this filing, Accipiter Life Sciences, ALS
Fund II and ALS Fund II QP beneficially owned 555,745, 254,029 and 290,330
shares of Common Stock of the Company, respectively. As the general partner
of each of Accipiter Life Sciences, ALS Fund II and ALS Fund II QP, Candens
Capital may be deemed to beneficially own the 1,100,104 shares of Common Stock
of the Company collectively owned by Accipiter Life Sciences, ALS Fund II and
ALS Fund II QP.
As of the date of this filing, ALS Fund Offshore and ALS Fund II Offshore
beneficially owned 557,048 and 511,061 shares of Common Stock of the Company,
respectively. As the investment manager of each of ALS Fund Offshore and ALS
Fund II Offshore, Accipiter Management may be deemed to beneficially own the
1,068,109 shares of Common Stock of the Company collectively owned by ALS Fund
Offshore and ALS Fund II Offshore.
As of the date of this filing Mr. Hoffman may be deemed to beneficially
own 2,168,213 shares of Common Stock collectively owned by the Accipiter
Entities. Mr. Hoffman has sole voting and dispositive power with respect to
the 2,168,213 Shares owned by the Accipiter Entities. Each of Candens
Capital, Accipiter Management and Gabe Hoffman disclaims beneficial ownership
of the shares of Common Stock of the Company owned by the Accipiter Entities
except to the extent of its or his pecuniary interest therein. Currently,
each of Messrs. Lohman and Davis do not beneficially own any shares of Common
Stock of the Company. As members of a "group" for the purposes of Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, each of
Messrs. Lohman and Davis are deemed to beneficially own the 2,168,213 shares
of Common Stock owned by the Accipiter Entities.
SOURCE Accipiter Life Sciences Fund, LP
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