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First Manhattan's point man on Vivus: Doctor and Buffett disciple

By Jessica Toonkel

NEW YORK (Reuters) - When Dr. Sam Colin was an intern at the Yale School of Medicine, he often gave up the chance to catch a few minutes of sleep between shifts to read the latest investment insights from Warren Buffett.

"I had read everything that Warren Buffett had written up until that point," Colin told Reuters in an interview. "I used to get teased a bit by the other interns."

His medical expertise and fascination with Wall Street ultimately led to a job at investment firm First Manhattan Co. There he has used them to inform a campaign to replace the leadership of Vivus Inc, a drugmaker whose handling of the launch of its diet pill Qsymia angered shareholders.

Qsymia was the first diet drug to reach the U.S. market in more than a decade.

Late Thursday night, First Manhattan won what had become an increasingly bitter proxy battle at Vivus, where it is the largest shareholder with a 9.9 percent stake. First Manhattan gained a six-person majority on a newly reconstituted board and the right to bring in a new chief executive to run the drugmaker.

First Manhattan billionaire founder, David "Sandy" Gottesman, hired Colin fresh from Yale. Now a managing director at the firm, Colin has been leading the charge at Vivus. He waged a previous shareholder battle at Aspect Medical Systems Inc in 2009, and the two battles represent First Manhattan's only forays into activism in nearly 50 years.

First Manhattan, which managed $15 billion as of June 30, is known for the same kind of long-term, value-oriented investment style employed by Buffett's Berkshire Hathaway. In fact, the firm owned 2.08 percent of Berkshire Hathaway's shares as of last March and Gottesman sits on that company's board.

Some industry watchers have deemed the Vivus proxy battle one of the ugliest fights in biotech, a sector that has been a repeated target for activism from the likes of billionaire Carl Icahn. Colin's replacement team at Vivus includes Alex Denner, formerly Icahn's top lieutenant for biotech proxy fights.

A Vivus spokesman declined to comment for this story.

People who know Colin say that if he feels strongly that the company needs a new direction, it means he has done his homework.

"First Manhattan seems to only take an activist approach as a last resort," said Anthony Cambeiro, whose firm at the time, Downtown Associates, was a fellow investor involved in First Manhattan's last proxy fight. "At the end of the day, the rationale for what they are looking to do has to make sense to folks or else they aren't going to be successful, and they were very good at establishing their case."

LONG-TERM INVESTORS

When Colin first walked into the office of Ed Fritzky in the fall of 1994, the CEO of Seattle-based biotech Immunex Corp expected the meeting to be about an hour as First Manhattan was not even an investor in the company.

Two hours later, Colin was still asking questions, not just about the company's balance sheet and market share, but about its drug development and clinical research.

"I was absolutely amazed at how much Sam knew about our company," Fritzky said. "He asked some of the more insightful and challenging questions that any analyst had ever asked at that point about our drug development programs."

When First Manhattan first took an activist stance in 2009, the target was Aspect Medical, a Norwood, Massachusetts-based company specializing in brain-monitoring technology.

Aspect's revenues had started to decline and its stock fell. The company was planning to spend a lot of money to increase sales and marketing of its technology, leading First Manhattan and other investors to believe Aspect needed a new direction.

In the end, Aspect settled with First Manhattan and replaced three of its nine directors. Five months later the company was sold to healthcare-products maker Covidien Plc for $210 million.

In the latest case, one of Colin's biggest criticisms was that Vivus tried to launch Qsymia, a promising drug that has met with skepticism from some doctors, without the help of a marketing partnership with a major pharmaceutical company. Colin had recommended the move as far back as 2008, when First Manhattan first invested in Vivus.

After talks between the two sides failed in recent days, Vivus accused First Manhattan of sending deliberate misinformation to fellow shareholders. First Manhattan sued Vivus for postponing its annual shareholder meeting by three days, alleging the delay was a tactic to appeal to investors who had given First Manhattan enough votes to gain control of the board.

Calling this "one of the ugliest biotech proxy fights in recent memory," Cowen and Co analyst Simos Simeonidis predicted an outright victory for First Manhattan in shareholder balloting. And he called the proxy fight run by First Manhattan, "a textbook activist campaign run by a non-activist."

But even with First Manhattan's successful campaign behind it, people close to the firm don't expect it to become a regular presence among activist investors.

"It is still more the exception than the rule," said one person familiar with First Manhattan who wished to remain anonymous.

(Additional reporting by Sam Forgione, Bill Berkrot; Editing by Michele Gershberg, Claudia Parsons and Steve Orlofsky)

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