Immunomedics Intends to Implement a
Non-Dilutive, Lower Risk and Potentially Higher
Reward Strategy that Considers the Interests of ALL
Stockholders
Immunomedics, Inc. (NASDAQ:IMMU) (“Immunomedics”
or “the Company”) today issued an open letter to Immunomedics’
stockholders and recommended that stockholders vote “FOR” each of
the Company's highly qualified director nominees -- Jason Aryeh,
Dr. Geoffrey Cox, Robert Forrester, Dr. David M. Goldenberg, Brian
A. Markison, Bob Oliver and Cynthia L. Sullivan -- on the WHITE
proxy card in connection with the Company's 2016 Annual Meeting of
Stockholders being held on Friday, March 3, 2017.
Given
that the Annual Meeting is just days away, Immunomedics’
stockholders should vote by telephone or by Internet using the
instructions provided with the WHITE proxy card and related
materials.
The full text of the letter follows:
Dear Immunomedics Stockholders,
With the 2016 Annual Meeting of Stockholders
only a few days away, it is critical that you understand
exactly what and how much is at stake.
As you are all aware, venBio Select
Advisor, LLC (“venBio”) has taken harmful actions towards
Immunomedics, including filing a lawsuit to delay and attempt to
destroy the Company’s value-creating transaction with Seattle
Genetics (NASDAQ:SGEN), which is supported by numerous independent
analysts. Seattle Genetics is an industry leader in developing and
commercializing antibody-drug conjugates (ADCs), and since IMMU-132
will be a top priority, we are confident they will help develop and
commercialize IMMU-132 globally in multiple indications beyond TNBC
and in multiple regions beyond the United States.
Immunomedics’ stockholders should be aware that
you are voting on whether you want a single hedge fund and its
hand-picked affiliates to take effective control of your company.
Handing venBio control of Immunomedics would significantly delay
the development of IMMU-132 because venBio has no real plan for its
development, stating that they will spend “100 days” evaluating
next steps, seeking to terminate the Seattle Genetics transaction
and terminating key senior management. Furthermore, venBio’s “plan”
would require Immunomedics to raise a significant amount of capital
in a short period of time to continue operations, and venBio has
disclosed that it intends to raise capital in a highly dilutive
financing, which would be at the expense of all other
stockholders.
Put simply, if venBio takes control, they will
certainly delay the millions of dollars of value of the Seattle
Genetics transaction, including the upfront payment, milestone
payments and royalties, significantly dilute other
stockholders and delay IMMU-132’s availability to late-stage cancer
patients. It seems that, when considering the cancer patients we
serve, venBio’s objectives are morally improper.
DEMAND ANSWERS FROM VENBIO SO THEY CAN
GIVE YOU THE INFORMATION YOU NEED TO MAKE AN INFORMED
DECISION
venBio’s “100-day plan” comprises only the vague
notion that they will attempt to develop and reveal their plan.
Your new Directors have clearly been acting on the behalf of all
Immunomedics’ stockholders by keeping all the promises they have
made to you. We believe that you are entitled to hear a clear and
transparent strategy from venBio, and that you deserve to
know venBio’s future plans that could negatively impact
the value of your investment, prior to voting at the Annual
Meeting. Control of the Immunomedics Board would be given to venBio
without the customary control premium paid to all remaining
stockholders.
We understand that venBio has not
disclosed a credible plan because they plan to recapitalize the
entire company. We are confident that this is a primary reason they
refused to settle the proxy fight – because they will need control
of your Board for preferential financings that will be
highly dilutive to other stockholders. We believe their
intentions are not only legally and morally questionable, but also
are highly dilutive, risky and would delay the realization of
stockholder value that your new Board has created through the
transaction with Seattle Genetics.
Here are some critical questions we
expect that venBio won’t answer that underscore why they will
destroy value and put your investment at risk.
Don’t be satisfied with silence:
- How does venBio plan to replace the $250 million
upfront plus other payments from Seattle Genetics?
- Does venBio expect to invest well over $250 million
in Immunomedics – and if so, at what price, with how many
warrants, and to which Immunomedics stockholders?
- Why trade a transaction that we expect to close shortly –
and which follows a robust, arms’
length process – for a conflicted transaction
whereby venBio will issue equity
to themselves and dilute other stockholders,
with no credible plan to replace the Seattle
Genetics transaction?
- Who does venBio plan to appoint as CEO
in the first 100 days, and who runs the Company during
this time?
- Who will venBio appoint as
Chief Scientific Officer and Chief Patent
Officer?
- Who will keep the trials for IMMU-132, IMMU-130 and IMMU-114 on
track and prioritize indications for IMMU-132?
- Most importantly, how will venBio successfully
complete the Biologics License Application (BLA) to the U.S. Food
and Drug Administration (FDA) for triple-negative breast cancer
(TNBC) in a timely manner if they delay or destroy the transaction
with Seattle Genetics?
- How will venBio further the ongoing interactions with FDA with
regard to securing additional Breakthrough Therapy designations for
IMMU-132, which are time-sensitive?
- Will venBio terminate the Company’s relationship with Greenhill
& Co., its investment banker that is continuing licensing
discussions for Immunomedics’ other promising products and
technologies in order to advance development and commercialization,
as well as shareholder value?
venBio’s nominees, Khalid Islam, Scott Canute, Peter Barton
Hutt, and Behzad Aghazadeh, are NOT qualified to
continue our work with Seattle Genetics, submit the BLA to the FDA
in a timely manner or execute on Immunomedics’ ongoing strategic
process to continue driving value for ALL stockholders and
patients. In fact, Behzad Aghazadeh has never served on a
Board of Directors, much less on one of a publicly-traded biotech
or pharma company. Additionally, none of venBio’s
nominees have ever been involved in clinical trials or discovery
for a cancer drug as an officer of a public company.
Additionally, venBio continues to make
egregious, misleading and false statements about Immunomedics’
Board in the hopes that they deceive Immunomedics’ stockholders. In
our January 30th presentation to stockholders, we highlighted and
exposed venBio’s misleading statements. This lack of honestly will
not bode well if they are running the Company.
DO NOT RISK the certain
value of Seattle Genetics licensing agreement, which
provides up to $2 billion in value, plus potential additional
royalties, on venBio’s empty, nebulous 100-day plan.
Your new Directors have a history of development
and commercialization of oncology products.
YOUR NEW BOARD HAS A CLEAR PLAN
AND IS WORKING DILIGENTLY WITH SEATTLE GENETICS TO PLAN
FOR A SEAMLESS TRANSITION OF IMMU-132
TIME IS SHORT - PROTECT THE
VALUE OF YOUR INVESTMENT
Protect the value of your investment
in Immunomedics by voting “FOR”
each of Immunomedics seven nominees
TODAY by telephone or
internet using the instructions provided with
the WHITE proxy card and related
materials and recommends that stockholders vote “FOR” each of
the Company's highly qualified director nominees - Jason Aryeh, Dr.
Geoffrey Cox, Robert Forrester, Dr. David M. Goldenberg, Brian A.
Markison, Bob Oliver and Cynthia L. Sullivan.
IT IS IMPORTANT THAT IMMUNOMEDICS
STOCKHOLDERS VOTEAS SOON AS POSSIBLE NO
MATTER HOW MANY OR HOW FEWSHARES THEY OWN –
MAKE SURE YOUR VOICE IS HEARD
On behalf of your Board of Directors, we thank you for your
continued support.
Sincerely, Your new Board of Directors
/s/ Dr. David M.
Goldenberg Dr. David M. Goldenberg, Chairman /s/ Robert
Forrester Robert Forrester, Independent Director /s/ Cynthia
L. Sullivan Cynthia L. Sullivan, Director |
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/s/ Jason Aryeh Jason
Aryeh, Vice Chairman /s/ Dr. Geoff CoxDr. Geoff Cox,
Independent Director |
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/s/ Brian A. Markison
Brian A. Markison, Lead Independent Director /s/ Bob Oliver
Bob Oliver, Independent Director |
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If you have any questions or require any
assistance with voting your shares, please contact the Company’s
proxy solicitor listed below:
MACKENZIE PARTNERS, INC.
105 Madison AvenueNew
York, New York
10016proxy@mackenziepartners.comCall
Collect: (212)
929-5500orToll-Free (800)
322-2885Email:
immu@mackenziepartners.com
Greenhill & Co., LLC, is serving as
financial advisor to Immunomedics. DLA Piper LLP (US) and Vinson
& Elkins L.L.P. are serving as legal advisors.
About ImmunomedicsImmunomedics
(the “Company”) is a clinical-stage biopharmaceutical company
developing monoclonal antibody-based products for the targeted
treatment of cancer, autoimmune disorders and other serious
diseases. Immunomedics’ advanced proprietary technologies allow the
Company to create humanized antibodies that can be used either
alone in unlabeled or “naked” form, or conjugated with radioactive
isotopes, chemotherapeutics, cytokines or toxins. Using these
technologies, Immunomedics has built a pipeline of eight
clinical-stage product candidates. Immunomedics’ portfolio of
investigational products includes antibody-drug conjugates (ADCs)
that are designed to deliver a specific payload of a
chemotherapeutic directly to the tumor while reducing overall toxic
effects that are usually found with conventional administration of
these chemotherapeutic agents. Immunomedics’ most advanced ADCs are
sacituzumab govitecan (IMMU-132) and labetuzumab govitecan
(IMMU-130), which are in Phase 2 trials for a number of solid
tumors and metastatic colorectal cancer, respectively. IMMU-132 has
received Breakthrough Therapy Designation from the FDA for the
treatment of patients with triple-negative breast cancer who have
failed at least two prior therapies for metastatic disease.
Immunomedics has a research collaboration with Bayer to study
epratuzumab as a thorium-227-labeled antibody. Immunomedics has
other ongoing collaborations in oncology with independent cancer
study groups. The IntreALL Inter-European study group is conducting
a large, randomized Phase 3 trial combining epratuzumab with
chemotherapy in children with relapsed acute lymphoblastic leukemia
at clinical sites in Australia, Europe, and Israel. Immunomedics
also has a number of other product candidates that target solid
tumors and hematologic malignancies, as well as other diseases, in
various stages of clinical and preclinical development. These
include combination therapies involving its antibody-drug
conjugates, bispecific antibodies targeting cancers and infectious
diseases as T-cell redirecting immunotherapies, as well as
bispecific antibodies for next-generation cancer and autoimmune
disease therapies, created using its patented DOCK-AND-LOCK®
protein conjugation technology. The Company believes that its
portfolio of intellectual property, which includes approximately
306 active patents in the United States and more than 400 foreign
patents, protects its product candidates and technologies. For
additional information on the Company, please visit its website at
www.immunomedics.com. The information on its website does not,
however, form a part of this press release.
Important Additional Information Immunomedics,
Inc, (the “Company”) its directors and certain of its executive
officers will be deemed to be participants in the solicitation of
proxies from Company stockholders in connection with the matters to
be considered at the Company’s 2016 Annual Meeting. The Company has
filed a definitive proxy statement and form of WHITE proxy card
with the U.S. Securities and Exchange Commission (the “SEC”) in
connection with any such solicitation of proxies from the Company
stockholders. COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED
TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT FILED ON
JANUARY 9, 2017 (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS), THE
ACCOMPANYING WHITE PROXY CARD AND OTHER RELEVANT DOCUMENTS THAT THE
COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Information regarding
the identity of participants, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the
proxy statement and other materials filed by the Company with the
SEC. Stockholders will be able to obtain the proxy statement, any
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SEC’s website at www.sec.gov. Copies will also be available at no
charge at the Company’s website at www.immunomedics.com, by writing
to Immunomedics, Inc. at 300 The American Road, Morris Plains, New
Jersey 07950, or by calling the Company’s proxy solicitor, or by
calling Dr. Chau Cheng, Senior Director, Investor Relations &
Corporate Secretary, (973) 605-8200, extension 123.
Forward-Looking StatementsThis letter, in
addition to historical information, may contain forward-looking
statements made pursuant to the Private Securities Litigation
Reform Act of 1995. Such statements, including statements regarding
clinical trials (including the funding therefor, anticipated
patient enrollment, trial outcomes, timing or associated costs),
regulatory applications and related timelines, out-licensing
arrangements (including the timing and amount of contingent
payments under the license and development agreement with Seattle
Genetics), forecasts of future operating results, potential
collaborations, and capital raising activities, involve significant
risks and uncertainties and actual results could differ materially
from those expressed or implied herein. Factors that could cause
such differences include, but are not limited to, the Company’s
dependence on business collaborations or availability of required
financing from capital markets, or other sources on acceptable
terms, if at all, in order to further develop our products and
finance our operations, new product development (including clinical
trials outcome and regulatory requirements/actions), the risk that
we or any of our collaborators may be unable to secure regulatory
approval of and market our drug candidates, risks associated with
the outcome of pending litigation and competitive risks to marketed
products, and the Company’s ability to repay its outstanding
indebtedness, if and when required, as well as the risks discussed
in the Company’s filings with the Securities and Exchange
Commission. The Company is not under any obligation, and the
Company expressly disclaims any obligation, to update or alter any
forward-looking statements, whether as a result of new information,
future events or otherwise.
For More Information:
Dr. Chau Cheng
Senior Director, Investor Relations & Corporate Secretary
(973) 605-8200, extension 123
ccheng@immunomedics.com
Media
Dan Katcher / Ed Trissel / Nick Lamplough
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investors
Dan Burch / Bob Marese
MacKenzie Partners, Inc.
dburch@mackenziepartners.com / bmarese@mackenziepartners.com
(212) 929-5500
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