Penwest investors seek to put wind-down of company to shareholder vote

By Angela McDaniels

Tacoma, Wash., March 30 - Penwest Pharmaceuticals Co. shareholders Tang Capital Partners, LP and Perceptive Life Sciences Master Fund Ltd. delivered notice Monday of their intent to make two proposals at the company's 2009 annual shareholders meeting, according to a schedule 13D/A filing with the Securities and Exchange Commission.

The shareholders will propose a resolution that will ask the board of directors to take "prompt and thoughtful action" to preserve shareholder value by immediately winding down substantially all of Penwest's operations so that "the full value of the Opana ER royalty income stream will be retained for the benefit of shareholders."

They will also propose that Penwest's bylaws be amended to, among other things, provide shareholders certainty as to the date of the annual meeting and declassify the board.

Along with their affiliates, Tang Capital and Perceptive Advisors LLC beneficially own 20.2% and 20.5% of Penwest's common stock, respectively.

On March 16, the investors delivered a demand 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.

In addition, Tang Capital and Perceptive want Penwest to confirm that their Jan. 12 notice regarding their joint nomination of three people for election at the annual meeting complies with the company's bylaws.

Penwest is a Danbury, Conn., pharmaceutical products company.

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