Penwest shareholders Tang Capital, Perceptive win seats on board

By Lisa Kerner

Charlotte, N.C., June 10 - Penwest Pharmaceuticals Co. announced the preliminary results of its annual meeting held on Wednesday.

Based on a preliminary vote count, Penwest shareholders elected dissident nominees Joseph Edelman and Kevin Tang to the company's board of directors.

Edelman and Tang were nominated by Tang Capital Partners, LP and Perceptive Life Sciences Master Fund Ltd.

Penwest later named Edelman as a board nominee in its preliminary proxy statement. The Danbury, Conn., pharmaceutical company had also nominated W. James O'Shea.

Tang is the founder and manager of Tang Capital, and Edelman is the founder and manager of Perceptive.

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

Two bylaw amendment proposals put forth by Tang Capital and Perceptive - for supermajority board voting and for fixing the annual meeting date at April 30 - did not receive sufficient votes to be approved, according to Penwest.

Penwest said the advisory proposal to immediately wind down the company's operations was approved but only received approximately one-third of the non-Tang Capital/Perceptive shares voting.

Commenting on the initial results, Tang Capital and Perceptive said an "overwhelming majority" of votes cast were voted in favor of their nominees and their proposal to wind down Penwest's operations.

In addition, Tang Capital and Perceptive said approximately 60% of shares outstanding voted in favor of their two proposed bylaw amendments, which were "designed to make the board more accountable to shareholders."

IVS Associates, Inc. is expected to certify final results next week, Penwest said.

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