Vivus Reaches Settlement With First Manhattan; Anthony Zook To Be Named New CEO

(RTTNews) - Vivus Inc. (VVUS), First Manhattan Co. or "FMC", an owner-managed and operated investment advisory firm and the owner of approximately 9.9 percent of the outstanding shares of VIVUS, and Sarissa Capital Management LP, a registered investment adviser that focuses on enhancing shareholder value of portfolio companies and the owner of approximately two percent of VIVUS's outstanding shares, jointly announced Thursday that VIVUS and FMC have entered into a settlement agreement regarding their proxy contest related to the Company's 2013 Annual Meeting of Stockholders.

As per the terms of the agreement, Charles Casamento Ernest Mario, Linda Shortliffe, Peter Tam and Leland Wilson will resign from the Board effective Friday. The Board was expanded from nine to 11 members.

Six FMC nominees, Michael James Astrue, Samuel Colin, Alexander Denner, Johannes J.P. Kastelein, David York Norton and Herman Rosenman, are being appointed to the Board to fill the resulting vacancies.

Anthony Zook is expected to be named Vivus's new Chief Executive Officer and appointed to the Board.

Vivus said it agreed to nominate a total of 11 nominees for election to the Board at the Annual Meeting, including the six FMC nominees and Zook, as well as Martin Carroll, Mark Logan, Jorge Plutzky and Robert Wilson from VIVUS's slate.

Zook is expected to succeed Leland Wilson, who will depart as VIVUS's CEO. Leland Wilson agreed to serve in an advisory role to VIVUS to ensure a seamless leadership transition.

In order to allow additional time for stockholders to vote on the revised slate of director nominees, VIVUS's scheduled Annual Meeting was convened today solely for the purpose of adjourning the meeting to a date to be announced, but not to exceed 30 calendar days from July 15, 2013, to be held at the Company's corporate headquarters at 351 E. Evelyn Avenue, Mountain View, California 94041, Vivus said. The record date for stockholders entitled to vote at the annual meeting remains May 31, 2013.

The new Board and FMC will each recommend that the Company's stockholders vote their shares in favor of the election of each of the members of the new Board.

FMC will withdraw its notice of nomination of persons for election as directors and will vote its shares at the Annual Meeting for all 11 nominees on the reconstituted Board slate.