Penwest shareholders' partial slate of nominees backed by proxy firm

By Lisa Kerner

Charlotte, N.C., June 2 - Proxy Governance, Inc. recommended that Penwest Pharmaceuticals Co. shareholders vote for two of the three director nominees put forth by Tang Capital Partners, LP and Perceptive Life Sciences Master Fund Ltd., the shareholders announced on Tuesday.

The proxy advisory firm said it believes Penwest shareholders would best be served by electing Kevin C. Tang, founder and manager of Tang Capital, and Joseph Edelman, founder and manager of Perceptive, according to Tang Capital and Perceptive.

Tang Capital and Perceptive also nominated Tang Capital principal Andrew D. Levin, M.D., Ph.D.

Proxy Governance also supports Tang Capital and Perceptive's supermajority board vote bylaw amendment proposal and called their argument for adopting a wind-down strategy "compelling."

On Monday, Penwest said RiskMetrics Group/ISS and Glass, Lewis & Co. have "validated the company's position further by recommending that Penwest shareholders vote against the dissidents' proposals for supermajority board voting and for fixing the annual meeting date at April 30."

All three proxy advisory firms support the election of Edelman at the meeting on June 10.

Penwest named Edelman as a board nominee in its preliminary proxy statement and also nominated W. James O'Shea.

RiskMetrics and Glass Lewis further recommended that shareholders withhold their votes from Levin, a Penwest news release said.

Penwest is a Danbury, Conn., pharmaceutical company.

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