Penwest Pharmaceuticals' nomination a surprise to Tang, Perceptive

By Lisa Kerner

Charlotte, N.C., April 22 - Penwest Pharmaceuticals Co. named Joseph Edelman, managing member of Perceptive Advisors LLC, as a board nominee in the company's recently filed preliminary proxy statement.

Edelman was never informed of the nomination and learned of it through the proxy statement, said Perceptive affiliate Tang Capital Partners, LP.

Tang said that according to Penwest's filing, it has reduced the size of its board of directors to eight members from nine.

"The company's actions seem to be an effort to appear as though they are making a compromise; however, the effect is to reduce the representation by shareholder nominees on the board from three out of nine members to one out of eight members," a Tang news release said.

As previously reported, Tang and Perceptive Life Sciences Master Fund Ltd. will propose at the annual meeting that Penwest immediately wind down substantially all of its operations. The investors will also propose amending the company's bylaws to, among other things, provide shareholders certainty as to the date of the annual meeting and declassify the board.

In March, Tang and Perceptive demanded to inspect the company's books and records in order to determine what, if any, additional proposals it should bring to a vote at the annual meeting.

Edelman will vote all of Perceptive's shares in favor of the three Tang/Perceptive nominees and in favor of the shareholder proposals, said Tang.

Tang and Perceptive own approximately 42% of the Danbury, Conn., pharmaceutical products company.

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