Alkermes Issues Letter to Shareholders Highlighting Skills and Experience of Refreshed Board of Directors

Sarissa's Proposed Candidates Would Not Bring New Skills to the Board

Recommends Shareholders Vote "FOR" Alkermes' Director Nominees on Company's WHITE Proxy Card

DUBLIN, June 13, 2023 /PRNewswire/ -- Alkermes plc (Nasdaq: ALKS) (the Company) today issued a letter to its shareholders in connection with the Company's upcoming 2023 Annual General Meeting of Shareholders (the Annual Meeting), which is scheduled to be held on June 29, 2023.

The letter details the qualifications and experience of the Company's refreshed, highly engaged, diverse and independent board of directors (the Board), including the seven directors nominated by the Board for re-election at the Annual Meeting. The letter highlights the following:

• The Board, as currently composed, is uniquely qualified to support the advancement of the Company's strategy and long-term value creation and, since the announcement of Alkermes' Value Enhancement Plan in December 2020, has taken action to realign the Company's priorities, refine its strategic and operational focus, and effect governance changes to generate value for shareholders.
• These actions have translated to a share price increase of 49% and outperformance as compared to its peers¹ by 61%, the XBI biotech index by 83% and the NBI biotech index by 56%.²
• The seven directors nominated by the Board for re-election at the Annual Meeting bring extensive experience and deep expertise in a variety of areas that are critical to the Company's continued execution of its business strategy, including financial, capital allocation, management and governance, corporate strategy, transactional, life sciences, scientific, medical, and drug development.
• The Alkermes directors that Sarissa Capital Management LP (together with its affiliates, Sarissa) is seeking to replace (Richard Pops, Shane Cooke, and Dr. Richard Gaynor) possess a mix of broad-based medical, R&D, operational and strategic skills and experiences.

Additionally, the letter makes clear that the Board does not believe any of the three director candidates proposed by Sarissa would bring additive skills to the Board. The Board came to this conclusion following an extensive engagement with Sarissa that included numerous meetings between Sarissa and independent directors of the Board and the Board's Nominating and Corporate Governance Committee interviewing each of the Sarissa nominees.

The Board recommends that shareholders vote "FOR" all seven of the Board's director nominees – Emily Peterson Alva, Shane M. Cooke, Richard B. Gaynor, M.D., Cato T. Laurencin, M.D., Ph.D., Brian P. McKeon, Richard F. Pops and Christopher I. Wright, M.D., Ph.D. – using the Company's WHITE proxy card. The Company's definitive proxy statement and other important information and resources related to the Annual Meeting can be found at www.AlkermesValue.com or investor.alkermes.com/investor-relations.

The full text of the letter being sent to shareholders follows:

Dear Alkermes Shareholder,

The Board of Directors (the "Board") of Alkermes plc (the "Company" or "Alkermes") has taken significant actions to realign the Company's priorities, refine its strategic and operational focus, and effect governance changes to generate value for shareholders. These actions are working. Since the announcement of the Company's Value Enhancement Plan in December 2020, Alkermes' share price has increased by 49%, and the Company has outperformed its peers³ by 61%, the XBI biotech index by 83% and the NBI biotech index by 56%.⁴

Alkermes has exciting momentum across its business and is well-positioned to continue executing on its strategic priorities for the benefit of shareholders and patients. Your vote can help Alkermes maintain this positive momentum. Please use the enclosed WHITE proxy card to promptly vote "FOR" the re-election to the Board of all seven of the Company's director nominees at this year's Annual General Meeting of Shareholders (the "Annual Meeting") scheduled for June 29, 2023.

ALKERMES' REFRESHED BOARD AND ITS HIGHLY ENGAGED, DIVERSE, AND INDEPENDENT BOARD MEMBERS UNDERSCORE THE COMPANY'S COMMITMENT TO STRONG CORPORATE GOVERNANCE PRACTICES

Since 2019, Alkermes has refreshed 70% of the Board's independent directors through the appointment of seven new independent directors to the Board and the resignation of five longer-serving directors. None of the new directors had any previous connections to the Company or its leadership team. These new directors include a director designated by Sarissa Capital Management LP ("Sarissa") in November 2021 (physician, scientist and medical administrator Cato T. Laurencin, M.D., Ph.D.), a director designated by Elliott Management ("Elliott") in May 2021 (financial, strategic and business advisor Emily Peterson Alva), and two directors appointed with the support of Elliott in December 2020 (institutional investor David A. Daglio and public company finance executive Brian P. McKeon). In 2022, in connection with its Board refreshment activities, the Board appointed Nancy J. Wysenski as its new Lead Independent Director.

Upon the recommendation of its Nominating and Corporate Governance Committee, the Board has nominated seven highly qualified director nominees for re-election at the Annual Meeting. These nominees bring extensive experience and deep expertise in a variety of areas that are critical to the Company's continued execution of its business strategy, including financial, capital allocation, management and governance, corporate strategy, transactional, life sciences, scientific, medical, and drug development. In addition, three of the Board's nominees were appointed as designees of, or with the support of, Elliott or Sarissa.

Under the Board's leadership, the Company has significantly expanded and grown its commercial product portfolio, advanced its neuroscience and oncology development pipeline, optimized its cost structure, implemented meaningful governance changes, and actively managed its manufacturing and royalty business, securing a recent victory in the Company's arbitration with Janssen and the reinstatement of a significant royalty stream. Alkermes has exciting momentum across the business and is well-positioned to continue executing on its strategic priorities for the benefit of shareholders and patients.

THE ALKERMES BOARD RECOMMENDS AGAINST ALL SARISSA NOMINEES

The three director candidates nominated by Sarissa would not bring additive skills to the Board. The Board arrived at this conclusion following an extensive, multi-year engagement with Sarissa that consisted of the following:

Extensive Interactions Between Sarissa and Alkermes Independent Directors and Management: Since Sarissa became a shareholder, Alkermes' leadership and Board have participated in more than 30 calls, interviews, and meetings with Sarissa, including numerous engagements with independent members of the Board. For more than a year, engagements with Sarissa have been led by Lead Independent Director Nancy Wysenski, with a majority of Alkermes' other independent directors participating in at least one or more of these engagements. In fact, Alkermes' independent directors proactively offered meetings and also met with Sarissa every time Sarissa requested a meeting.

Appointment of a Sarissa Designee to the Board: In November 2021, Alkermes and Sarissa agreed to appoint Dr. Cato Laurencin to the Board as Sarissa's designee. Dr. Laurencin has served on the Board's Nominating and Corporate Governance Committee since early 2022. After receiving a second nomination notice from Sarissa in January 2022, the Company repeatedly offered to work with Sarissa to identify another mutually agreeable director candidate, but Sarissa declined. After receiving a third nomination notice from Sarissa in 2023, the independent directors again made multiple attempts to reach an amicable and constructive resolution and avoid a contested election, which were rejected by Sarissa.

Robust Evaluation and Interviews of the Sarissa Nominees: The Nominating and Corporate Governance Committee conducted individual interviews with each of the nominees advanced by Sarissa in 2023 – Alexander Denner, Ph.D., Founder and Chief Investment Officer of Sarissa; Patrice Bonfiglio, President of Sarissa; and Sarah Schlesinger, M.D., who serves on a number of boards alongside Sarissa principals. The Nominating and Corporate Governance Committee carefully considered their candidacies in light of the Board's current composition and alignment with the Company's business strategy and the best interests of the Company's shareholders.

THE SARISSA NOMINEES WILL NOT BRING NEW OR ADDITIVE SKILLS TO THE CURRENT BOARD 

ALKERMES' BOARD HAS THE EXPERTISE AND EXPERIENCE TO SUPPORT THE COMPANY AND ADVANCE ITS STRATEGY AND LONG-TERM VALUE CREATION

The Board is comprised of skilled and highly experienced directors who are actively engaged in oversight of the Company and the successful execution of its strategic priorities. The current directors possess significant experience and deep expertise in areas critical to the Company's continued execution of its business strategy, including neuroscience experience; finance and/or transactional experience; commercial marketing and sales experience; medical/R&D experience; and global business experience. Moreover, the directors that Sarissa is seeking to replace (Richard Pops, Shane Cooke, and Dr. Richard Gaynor) possess a mix of broad-based medical, R&D, operational and strategic skills and experiences critical to the Company's continued and successful execution of its business strategy and the creation of shareholder value.

THE FACTS FOR ALKERMES' SHAREHOLDERS ARE CLEAR, DESPITE MISLEADING CLAIMS FROM SARISSA

You may have received materials from Sarissa. These contain numerous inaccurate and misleading statements and mischaracterizations.

It's important to know the facts about your vote. Consider the following:

• Alkermes already has a strong investor and shareholder perspective represented on the Board. It also has four designees appointed with support of shareholders, including one director designated by Sarissa, one director designated by Elliott, and two directors appointed with the support of Elliott.
• Since the Company's commitment in December 2020 to its Value Enhancement Plan and establishment of profitability targets, the Board and management have been focused on operational efficiency, disciplined and risk-adjusted capital allocation, and profitability, and have created significant shareholder value.
• Alkermes has proven the success of its R&D capabilities with two recent approvals of internally developed products, LYBALVI^® and VUMERITY^®, and its advancement of nemvaleukin alfa into potential registrational studies and its orexin 2 receptor agonist candidate into phase 1 clinical studies.
• Alkermes is unlocking value from its R&D success through multiple levers, including the ongoing commercialization of LYBALVI and VUMERITY, a product developed entirely by Alkermes and licensed to Biogen for commercialization. In 2022, LYBALVI and VUMERITY generated $649 million in net sales and $212 million in revenue to Alkermes. In addition, the Company is in the process of separating its oncology business, which is expected to be completed in the second half of 2023.
• Alkermes has developed unique capabilities in the manufacture of products, such as ARISTADA INITIO^®, ARISTADA^®, and VIVITROL^®, using its proprietary NanoCrystal^®, LinkeRx^® and microsphere technologies.
• Alkermes' sophisticated psychiatry commercial infrastructure and significant overlap in prescriber universe drives significant operating leverage, enabling Alkermes to maximize its prescriber marketing and sales efforts with the expenditure of fewer commercial resources.
• Alkermes Board and management took action to realign the Company's priorities, refine its strategic and operational focus, and effect certain governance changes before Sarissa even became a shareholder.

PLEASE VOTE USING THE COMPANY'S WHITE PROXY CARD TODAY

The Board has nominated seven director nominees for re-election to the Board at the Annual Meeting: Emily Peterson Alva, Shane M. Cooke, Richard B. Gaynor, M.D., Cato T. Laurencin, M.D., Ph.D., Brian P. McKeon, Richard F. Pops and Christopher I. Wright, M.D., Ph.D. The Board recommends that shareholders vote 'FOR' all seven of the Board's director nominees using the WHITE proxy card. The Company's definitive proxy statement and other important information and resources related to the Annual Meeting can be found at www.AlkermesValue.com.

There are three easy ways to vote:

If you inadvertently voted using Sarissa's blue proxy card, you can change your vote by voting again using the Company's WHITE proxy card. Alkermes urges you to discard any blue proxy card and other proxy materials you may receive from Sarissa and to only vote using the Company's WHITE proxy card.

If you have any questions about how to vote your shares, or need assistance in voting, please contact the firm assisting Alkermes with the solicitation of proxies for the Annual Meeting:

Innisfree M&A Incorporated
Toll-Free at (877) 750-8334 (toll-free for those calling from the U.S. and Canada) or
+1 (412) 232-3651 (for those calling from outside the U.S. and Canada)

To learn more about Alkermes' Board, business strategy, and strong recent performance, please visit www.AlkermesValue.com.

Alkermes looks forward to communicating with you further as the Annual Meeting approaches, and as always, appreciates your continued support.

Sincerely,

The Alkermes Board of Directors

About Alkermes plc
Alkermes plc is a fully-integrated, global biopharmaceutical company developing innovative medicines in the fields of neuroscience and oncology. The Company has a portfolio of proprietary commercial products focused on alcohol dependence, opioid dependence, schizophrenia and bipolar I disorder, and a pipeline of product candidates in development for neurological disorders and cancer. Headquartered in Dublin, Ireland, Alkermes has a research and development center in Waltham, Massachusetts; a research and manufacturing facility in Athlone, Ireland; and a manufacturing facility in Wilmington, Ohio. For more information, please visit Alkermes' website at www.alkermes.com.

Forward-Looking Statements
Certain statements set forth in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning the Company's expectations concerning its future financial and operating performance, business plans or prospects, including its ability to execute on its strategy, create and deliver growth and shareholder value and achieve profitability; expectations regarding the timing and anticipated benefits of the planned separation of the Company's oncology business; and the therapeutic and commercial potential of the Company's products. The Company cautions that forward-looking statements are inherently uncertain. The forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Actual performance and results may differ materially from those expressed or implied in the forward-looking statements due to various risks and uncertainties, including that the Company may not ultimately separate its oncology business during 2023 or at all; the Company may not successfully execute its strategic priorities or be able to achieve long-term profitability or its profitability targets in a timely manner or at all; planned clinical development activities may not be completed on time or at all; the results of the Company's development activities may not be positive, or predictive of final results from such activities, results of future development activities or real-world results; the FDA or regulatory authorities outside the U.S. may not agree with the Company's regulatory approval strategies or components of the Company's marketing applications; the FDA or regulatory authorities outside the U.S. may make adverse decisions regarding the Company's products; the Company and its licensees may not be able to continue to successfully commercialize their products or support revenue growth from such products; the Company's products may prove difficult to manufacture, be precluded from commercialization by the proprietary rights of third parties, or have unintended side effects, adverse reactions or incidents of misuse; and those risks and uncertainties described under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2022 and in subsequent filings made by the Company with the U.S. Securities and Exchange Commission (the "SEC"), which are available on the SEC's website at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, the Company disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release.

Important Additional Information and Where to Find It
The Company has filed its definitive proxy statement, accompanying WHITE proxy card and other relevant documents with the SEC in connection with the solicitation of proxies for the Annual Meeting. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, AND THE ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company with the SEC free of charge from the SEC's website at www.sec.gov. In addition, copies will be available at no charge by visiting the "Investors" section of the Company's website at www.alkermes.com, as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC.

Contacts:
For Investors: Sandy Coombs, +1 781 609 6377
For Media: Katie Joyce, +1 781 249 8927

Or

FGS Global
Chris Kittredge / Zachary Tramonti
alkermes@fgsglobal.com 

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