Urges Stockholders to Vote WHITE Proxy Card
Today “FOR ALL” XenoPort Director Nominees
XenoPort, Inc. (Nasdaq: XNPT) today announced that it has filed
definitive proxy materials with the Securities and Exchange
Commission in connection with the Company’s 2014 Annual Meeting of
Stockholders. Clinton Relational Opportunity Master Fund L.P. and
its affiliates (“Clinton”), which reportedly hold approximately
1.8% of the Company’s common stock, have provided notice of their
intent to nominate three candidates to stand for election to
XenoPort’s Board of Directors and to submit other proposals for
consideration at the Annual Meeting.
In conjunction with the definitive proxy filing, the Company is
mailing a letter to stockholders urging them to vote “FOR ALL” of
XenoPort’s nominees to the Board of Directors. Highlights of the
letter include:
- XenoPort’s Board of Directors is
committed to realizing the full potential of XenoPort’s assets and
to enhancing stockholder value;
- XenoPort is committed to optimizing the
value of XP23829 for all XenoPort stockholders;
- XenoPort is making progress
commercializing HORIZANT® (gabapentin enacarbil) Extended-Release
Tablets;
- XenoPort has the right Board and team
in place to execute its strategy and deliver long-term value for
all XenoPort stockholders;
- The XenoPort Board of Directors is
committed to doing what is in the best interest of all XenoPort
stockholders;
- Clinton’s nominees add no relevant
skills or experience that is not already represented on the
XenoPort Board; and
- Furthermore, if elected, the Clinton
nominees may pursue plans that could undermine the Board’s goal of
enhancing value for all XenoPort stockholders.
The full text of the letter follows:
VOTE “FOR ALL”
OF THE XENOPORT NOMINEES TO THE BOARD
ON THE WHITE
PROXY CARD TODAY.
April 22, 2014
Dear Fellow XenoPort Stockholder:
We are writing to you today regarding XenoPort’s upcoming 2014
Annual Meeting of Stockholders, which will be held on June 11,
2014. At this meeting, you will be asked to make important
decisions regarding the composition of the Board of Directors and
the future of your investment in XenoPort.
As you may be aware, Clinton Relational Opportunity Master Fund,
L.P. and its affiliates (“Clinton”) reportedly hold approximately
1.8% of XenoPort’s common stock and began buying and selling
XenoPort shares in June 2013. Clinton is now seeking to replace
three members of your Board of Directors with three of its own
hand-picked nominees. It is also proposing to present ten
additional stockholder proposals at the meeting.
Your XenoPort Board of Directors carefully considered the
director nominees put forth by Clinton. The composition of your
Board of Directors is something XenoPort takes very seriously, as
the experience and expertise of its directors have been, and will
continue to be, an important part of XenoPort’s ability to achieve
its strategic objectives. Indeed, under the leadership
and guidance of your Board of Directors and management team,
XenoPort is executing a strategy that we believe will enable us to
enhance stockholder value and realize the full potential of
XenoPort’s assets.
LET’S SET THE RECORD STRAIGHT.
The XenoPort Board of Directors is comprised of nine
highly-qualified and proven leaders, including eight independent
directors. Your Board of Directors is active, engaged and
focused on stockholder value. We believe your Board of Directors
has the skills and expertise necessary to oversee the execution of
XenoPort’s strategic plans. In contrast, we believe Clinton’s
nominees add no experience or expertise that is not already
represented on your Board of Directors or that is specifically
relevant to XenoPort.
Accordingly, your Board of Directors unanimously recommends that
you vote the enclosed WHITE proxy card today “FOR
ALL” of XenoPort’s nominees: Ronald W. Barrett, Ph.D., Jeryl L.
Hilleman and Wendell Wierenga, Ph.D., “FOR” Proposals 2
through 4 and 9 through 14 and “AGAINST” Clinton Proposals 5
through 8.
Your vote is very important. We encourage you to make
your voice heard by voting online, by telephone or by signing and
dating the enclosed WHITE proxy card and returning it in the
postage-paid envelope provided.
YOUR BOARD OF DIRECTORS IS COMMITTED TO
REALIZING THE FULL POTENTIAL OF XENOPORT’S ASSETS AND TO ENHANCING
STOCKHOLDER VALUE.
The XenoPort Board of Directors and management team are
committed to enhancing stockholder value. We believe that we are
executing a plan that will enable us to achieve this goal. This
two-pronged plan includes:
- Advancing the development of XP23829, a
potential treatment for psoriasis and/or relapsing forms of
multiple sclerosis (MS); and
- Building value in and commercializing
HORIZANT® (gabapentin enacarbil) Extended-Release Tablets.
We are making meaningful progress on these initiatives, as
discussed below.
WE ARE COMMITTED TO OPTIMIZING THE VALUE OF
XP23829
FOR ALL XENOPORT STOCKHOLDERS.
We have completed a number of preclinical studies with our
XP23829 product candidate, including three 13-week toxicology
studies in animals and three Phase 1 human clinical trials. The
Phase 1 data has demonstrated favorable pharmacokinetic and
pharmacodynamic effects and reinforces our strong belief in the
potential of this product candidate.
We are preparing to initiate a Phase 2 clinical trial in
patients with moderate-to-severe plaque psoriasis by mid-2014. We
hope to establish optimal dosing of XP23829 in the planned Phase 2
psoriasis trial and use this information for dose selection for
potential Phase 3 clinical trials in psoriasis and/or relapsing
forms of MS.
Earlier this year, we successfully conducted a public offering
of XenoPort common stock. This offering netted proceeds to XenoPort
of approximately $77.4 million. While these funds will help
support our XP23829 development efforts, it would be wrong to imply
that a simple increase in funding will accelerate development,
which is a step-wise and regulated process.
Moving successfully through the drug development and
regulatory review process also requires experience and technical
expertise. To further bolster XenoPort’s strong management
team, we welcomed Richard Kim, M.D., last July as Vice President of
Medical Affairs. In recognition of his contributions, Dr. Kim was
appointed Senior Vice President, Clinical Development and Medical
Affairs and Chief Medical Officer earlier this year. Dr. Kim brings
to XenoPort more than a decade of experience in both clinical
development and medical affairs, including serving as vice
president of clinical development and head of the MS therapeutic
area at Elan Pharmaceuticals, plc.
In addition to initiating the planned psoriasis Phase 2 trial,
we continue to engage in discussions with potential partners
regarding the development and commercialization of XP23829.
WE ARE MAKING PROGRESS COMMERCIALIZING
HORIZANT.
We are encouraged by the progress made in our commercialization
efforts for HORIZANT, an FDA-approved treatment for
moderate-to-severe primary restless legs syndrome (RLS) in adults
and for the management of postherpetic neuralgia (PHN) in
adults.
We began our promotional efforts for HORIZANT in June 2013 after
re-acquiring the rights in May because we did not believe that our
prior partner was realizing HORIZANT’s market potential. The
results of our promotional efforts in the first two full quarters
since we re-acquired HORIZANT’s rights demonstrate that our
confidence in HORIZANT’s potential is justified, and that the prior
commercial performance of HORIZANT is not representative of its
full market potential. For example:
- Despite a product stock-out immediately
prior to XenoPort’s re-acquisition that resulted in a one-month
delay of our commercial launch of HORIZANT and a decrease in
prescriptions filled to near zero, both the total number and the
trajectory of growth of prescribed tablets have achieved all-time
highs. We accomplished these results within six months and by
applying substantially fewer resources than the prior partner.
In particular, we have achieved all-time high sales of HORIZANT
through an active promotional program and a targeted sales team of
40 representatives as contrasted with minimal promotion and almost
300 sales representatives that were used by the prior partner.
- Under XenoPort’s commercialization
efforts, the nationwide HORIZANT prescribed pill counts for the
fourth quarter ended December 31, 2013, increased by 27% over the
third quarter ended September 30, 2013.
- In looking at just the targeted
territories where XenoPort is actively promoting HORIZANT, total
prescribed pills for the fourth quarter of 2013 increased by 39%
compared to the third quarter of 2013. This compares to no growth
in non-promoted territories.
- In the fourth quarter of 2013,
HORIZANT’s net sales were $2.7 million, a 34% increase compared to
the third quarter of 2013, which was the first full quarter of
XenoPort’s commercialization of HORIZANT.
Given these results and the positive feedback we continue to
receive from physicians who prescribe HORIZANT, we believe our
targeted educational efforts have already increased the value of
this asset to XenoPort stockholders.
At the same time, your Board of Directors and management team
are closely monitoring the progress of our HORIZANT
commercialization strategy. We continue to engage in discussions
with new potential partners, and we will adjust our plans as
appropriate to ensure that we meet our goal of maximizing
HORIZANT’s value and its contribution to increasing stockholder
value.
XENOPORT HAS THE RIGHT BOARD AND TEAM IN
PLACE TO EXECUTE ITS STRATEGY AND DELIVER LONG-TERM VALUE FOR ALL
XENOPORT STOCKHOLDERS.
The XenoPort Board of Directors is comprised of nine
highly-qualified and proven leaders, including eight independent
directors and XenoPort’s Chief Executive Officer, Ronald W.
Barrett, Ph.D.
Your Board of Directors is active and engaged. In 2013, your
Board of Directors held 22 Board meetings in its efforts to oversee
the Company’s strategy, drive results and enhance stockholder
value.
Your Board has the expertise needed to ensure XenoPort continues
executing on its goals. This includes experience in:
- Leading other biotechnology and
pharmaceutical companies with three independent members of your
Board serving as Chief Executive Officer of other successful
biopharmaceutical companies;
- Biopharmaceutical operations, strategic
planning and oversight, research and product development,
manufacturing, regulatory, compliance, sales and marketing, risk
oversight, and quality;
- Investing in, partnering and growing
healthcare companies;
- Finance, auditing, accounting and
investment banking in the life science and healthcare industries;
and
- Developing fund raising and capital
allocation strategies, and in evaluating and setting compensation
and corporate governance policies and practices.
This broad-based and relevant expertise is reflected in the
Company’s nominees for election:
- Dr. Barrett has more than 20 years of
executive management experience in the pharmaceutical industry. As
a founder and Chief Executive Officer of the Company, Dr. Barrett’s
leadership and strategic direction have led to XenoPort’s discovery
and development of numerous novel product candidates and have
enabled XenoPort to evolve from a pure research-based company to an
integrated pharmaceutical company with full development and
commercialization capabilities. For example, Dr. Barrett was an
instrumental contributor to the FDA approval of HORIZANT and
directed the recent re-acquisition and commercial re-launch of this
product. In addition, he oversaw the efforts that led to the
discovery of XP23829 and continues to play a key role in devising
and executing the clinical development strategy for this
compound.
- Ms. Hilleman, Chair of XenoPort’s Audit
Committee, has over 30 years of finance, marketing and investment
expertise and an impressive history of executive leadership with
over 20 years of service as Chief Financial Officer of both private
and public companies, including taking four companies public. Ms.
Hilleman’s considerable expertise in strategic corporate finance
and accounting allows her to provide significant guidance and
direction to XenoPort in relation to its finance, compliance and
auditing needs. For example, Ms. Hilleman’s experience was
invaluable in working with our independent accounting firm and the
SEC to successfully navigate through the complex accounting rules
associated with the re-acquisition of HORIZANT. As a result of this
work, as well as her support on XenoPort’s ongoing accounting and
financial compliance needs, Ms. Hilleman possesses important
knowledge of XenoPort’s financials that no replacement as Audit
Chair could provide.
- Dr. Wierenga brings a vast wealth of
experience with over 40 years of successful leadership of
pharmaceutical and biopharmaceutical companies, including executive
leadership of pharmaceutical research, clinical development and
regulatory functions for a number of national and multi-national
corporations, as well as past and current service on the Boards of
Directors for several successful publicly-traded biopharmaceutical
companies, including Santarus, Inc., which was recently acquired by
Salix Pharmaceuticals, Inc. for $2.6 billion, and Onyx
Pharmaceuticals, Inc., which was acquired last year by Amgen Inc.
for over $10 billion. In his career, Dr. Wierenga has participated
in the submission of over 70 Investigational New Drug applications
and the filing of 16 New Drug Applications/Biologics License
Applications, which have led to the launch of 16 FDA-approved drug
products including LIPITOR, NEURONTIN and most recently UCERIS. As
a valued member of XenoPort’s Board of Directors for 13 years, he
has substantial experience with the development of the Company’s
long-term strategies that have led to our XP23829 development
program as well as to the commercialization of HORIZANT.
We are confident that XenoPort’s Board of Directors and
leadership team, led by Dr. Barrett, have the depth and diversity
of skills and expertise needed to continue executing the Company’s
strategy and to further enhance stockholder value.
YOUR BOARD OF DIRECTORS IS COMMITTED TO
DOING WHAT IS IN THE BEST INTERESTS OF ALL XENOPORT
STOCKHOLDERS.
The XenoPort Board of Directors and management team appreciate
and welcome stockholder input regarding the Company. We take the
views of our stockholders seriously and have discussions with them
on a regular basis.
We have also had numerous conversations with Clinton over the
past months. Despite our efforts to work constructively with
Clinton to avoid a costly and disruptive proxy contest, no
resolution was reached. We are prepared to continue to engage
with Clinton as a stockholder, as we do with all of our
stockholders. We are disappointed, however, that Clinton has
chosen this path and question whether Clinton is truly interested
in serving the interests of ALL XenoPort stockholders.
CLINTON’S NOMINEES ADD NO RELEVANT SKILLS OR
EXPERIENCE THAT IS NOT ALREADY REPRESENTED ON THE XENOPORT
BOARD.
FURTHERMORE, IF ELECTED, THE CLINTON
NOMINEES MAY PURSUE PLANS THAT COULD UNDERMINE YOUR BOARD’S GOAL OF
ENHANCING VALUE FOR ALL XENOPORT STOCKHOLDERS.
Your Board of Directors regularly reviews the composition of
XenoPort’s Board and leadership team to ensure that it maintains
the right mix of skills and experience to achieve XenoPort’s goals.
To that end, in addition to Dr. Kim as discussed above, three new,
highly-qualified directors have joined XenoPort’s Board over the
past five years. We do not believe any change to the composition
of XenoPort’s Board or leadership, as suggested by Clinton, is
necessary to achieve our goals at this time.
Your Board of Directors already has deep biopharmaceutical,
pharmaceutical and commercialization expertise, as well as
experience in finance and accounting and corporate governance
matters. We believe that replacing your directors with Clinton’s
nominees would remove expertise and experience that is critical to
the continued execution of the Company’s strategic plans.
Based on Clinton’s public statements, we are also concerned that
if Clinton’s nominees are elected, they may pursue plans, including
immediately discontinuing the commercialization of HORIZANT, which
would be contrary to the interests of all XenoPort stockholders and
may short circuit XenoPort’s ability to maximize the overall
potential of this asset.
PROTECT YOUR INVESTMENT - VOTE THE
WHITE PROXY CARD TODAY.
Your Board of Directors is committed to driving stockholder
value and believes that it has the right team in place to realize
the full potential of XenoPort’s assets.
We urge you to protect your investment by voting the enclosed
WHITE proxy card today “FOR ALL” of XenoPort’s
nominees: Ronald W. Barrett, Ph.D., Jeryl L. Hilleman and Wendell
Wierenga, Ph.D., “FOR” Proposals 2 through 4 and 9 through
14 and “AGAINST” Clinton Proposals 5 through 8.
On behalf of your Board of Directors and management team, we
thank you for your continued support.
Sincerely,
/s/ Ronald W.
Barrett, Ph.D.
/s/ John G. Freund,
M.D.
Ronald W. Barrett, Ph.D.
Chief Executive Officer
John G. Freund, M.D.
Lead Independent Director
Forward-Looking Statements
This communication contains “forward-looking” statements,
including, without limitation, all statements related to the
potential value of XenoPort’s assets and XenoPort’s ability to
achieve its goal of enhancing stockholder value through the
execution of its strategic plan, including all statements related
to the commercial and value opportunity for HORIZANT and the
suitability of XP23829 as a potential treatment for psoriasis or
relapsing forms of MS; XenoPort’s ability to build value in
HORIZANT through, and the potential of, its targeted educational
efforts; XenoPort’s current strategy for advancing the XP23829
clinical development program, including the initiation or conduct
of planned or potential future clinical trials and the timing
thereof, including XenoPort’s expectations with respect to a
potential Phase 3 development program for XP23829; potential
partnering efforts for XP23829 and/or HORIZANT; and other
statements that are not historical facts. Any statements contained
in this press release that are not statements of historical fact
may be deemed to be forward-looking statements. Words such as
“believe,” “could,” “hope,” “may,” “plan,” “potential,” “will,”
“would” and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are
based upon XenoPort's current expectations. Forward-looking
statements involve risks and uncertainties. XenoPort's actual
results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation: risks
related to XenoPort’s lack of commercialization experience and its
ability to successfully market and sell HORIZANT, including
XenoPort’s ability to maintain sales, marketing, distribution,
supply chain and other sufficient capabilities to sell HORIZANT;
XenoPort’s dependence on the success of its strategies for HORIZANT
commercialization, promotion and distribution, as well as its
ability to successfully execute on these activities and to comply
with applicable laws, regulations and regulatory requirements; the
competitive environment for and the degree of market acceptance of
HORIZANT; obtaining appropriate pricing and reimbursement for
HORIZANT in an increasingly challenging environment; the difficulty
and uncertainty of pharmaceutical product development and the
uncertain results and timing of clinical trials and other studies,
including the risk that success in preclinical testing and early
clinical trials does not ensure that later clinical trials will be
successful; XenoPort’s ability to successfully advance XP23829
development and to conduct or initiate clinical trials in the
anticipated timeframes, or at all; the uncertainty of the FDA’s
review process and other regulatory requirements, including the
risk that FDA action, including with respect to the investigational
new drug application for XP23829, would delay or prevent the
initiation of future clinical trials of XP23829; XenoPort's need
for and the availability of resources to develop XP23829 and to
support XenoPort's operations; XenoPort's dependence on future
collaborative partners; the uncertain therapeutic and commercial
value of HORIZANT and XP23829; as well as risks related to future
opportunities and plans, including the uncertainty of future
operating results. These and other risk factors are discussed under
the heading "Risk Factors" in XenoPort’s Annual Report on Form 10-K
for the year ended December 31, 2013, filed with the Securities and
Exchange Commission on February 28, 2014. XenoPort expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statements are based.
If you have any questions, require assistance
with voting your WHITE proxy card
or need additional copies of the proxy
materials, please contact:
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
Important Additional Information and Where to Find It
XenoPort, Inc., its directors and certain of its executive
officers may be deemed to be participants in the solicitation of
proxies from stockholders in connection with XenoPort’s 2014 Annual
Meeting of Stockholders. XenoPort has filed with the SEC and
provided to its stockholders a definitive proxy statement and a
WHITE proxy card in connection with such solicitation.
XENOPORT STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS) AND THE
ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER RELEVANT
DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
Information regarding the names of XenoPort’s directors and
executive officers and their respective interests in XenoPort by
security holdings or otherwise is set forth in XenoPort’s
definitive proxy statement for the 2014 Annual Meeting of
Stockholders, filed with the SEC on April 22, 2014, including
Appendix B thereto.
The definitive proxy statement (and amendments or supplements
thereto) and the accompanying WHITE proxy card, and any
other relevant documents and other material filed by XenoPort with
the SEC, are or will be available for no charge at the SEC's
website at www.sec.gov and at XenoPort’s investor relations website
at http://investor.xenoport.com/index.cfm. Copies may also be
obtained free of charge by contacting XenoPort Investor Relations
by mail at 3410 Central Expressway, Santa Clara, California 95051
or by telephone at (408) 616-7200.
About XenoPort
XenoPort, Inc. is a biopharmaceutical company focused on
developing and commercializing a portfolio of internally discovered
product candidates for the potential treatment of neurological
disorders. XenoPort is currently commercializing HORIZANT in the
United States and developing its novel fumaric acid ester product
candidate, XP23829, as a potential treatment for psoriasis and
relapsing forms of MS. REGNITE® (gabapentin enacarbil)
Extended-Release Tablets is being marketed in Japan by Astellas
Pharma Inc. XenoPort's pipeline of product candidates also includes
potential treatments for patients with spasticity related to spinal
cord injury and Parkinson's disease. To learn more about XenoPort,
please visit the Web site at www.XenoPort.com.
HORIZANT, REGNITE and XENOPORT are registered trademarks of
XenoPort, Inc.
XNPT2G
XenoPort, Inc.Jackie Cossmon, 408-616-7220ir@XenoPort.com
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