MORRIS PLAINS, N.J.,
March 3, 2017 /PRNewswire/
-- Immunomedics, Inc. (NASDAQ: IMMU) ("Immunomedics" or "the
Company") today announced that on behalf of all stockholders, it
will continue to pursue legally justified relief against venBio
Select Advisor LLC ("venBio") and venBio's four director candidates
in the United States District Court for the District of
Delaware (the "Federal Action")
for their unlawful proxy fight that continues to violate a myriad
of federal securities laws. As a result of these violations, venBio
has interfered with the voting franchise of Immunomedics'
stockholders and has irreparably tainted the potential outcome of
the Company's 2016 Annual Meeting of Stockholders scheduled for
today at the Company's offices.
Immunomedics today also announced that it will promptly seek
appropriate relief in a proceeding in the Delaware Chancery Court (the "State
Proceeding") while the Company continues to take steps to protect
the rights of all of its stockholders.
In the Federal Action, the Court denied late yesterday
Immunomedics' recent motion for emergency relief. In denying the
motion, the Court explicitly ruled that:
"[s]hould the Annual Meeting go
forward and the venBio nominees replace the current Board, and
should [Immunomedics] subsequently prove the election results were
tainted, the Court can exercise its equitable power to void the
results of the Annual Meeting (should such action be warranted
based on a full record)."
Immunomedics intends to proceed with its Annual Meeting
scheduled for today at 10:00 a.m. Eastern
Time in the Company's office in Morris Plains, N.J. Stockholders will be able
to vote by proxy or ballot at the meeting, and the Independent
Inspector of Election will segregate all proxies and ballots turned
in at the meeting and proceed with its normal procedures for
tabulating the results pending the outcome of the litigation
between the parties. Regardless of the outcome of the Annual
Meeting, Immunomedics will continue to pursue the Federal Action
and initiate the State Proceeding to allow the Company to have a
full and fair opportunity to be heard on the merits of its claims
against venBio based on a full evidentiary record.
The Board is taking these actions because it firmly believes
that if venBio's nominees prevail at the Annual Meeting and take
control of the Board, the new venBio-controlled Board would follow
through on its campaign promises and attempt to unwind the
stockholder value-protecting and enhancing transaction with Seattle
Genetics, Inc. (NASDAQ: SGEN).
Immunomedics strongly believes that instead of the Seattle Genetics
partnership, venBio's plans to deploy a self-interested and
extremely high-risk agenda to attempt to self-develop and market
IMMU-132, while massively diluting all other stockholders, less a
select few, pre-selected hedge funds. The current Board also
believes that the Seattle Genetics transaction is in the best
interests of all stockholders and, thus, unequivocally consistent
with and legally imperative to its fiduciary duties to continue to
take all appropriate actions to protect stockholder value. In
addition, the Board believes that if venBio's nominees prevail at
the Annual Meeting and take control of the Board, the new
venBio-controlled Board would take self-interested actions to
dismiss the Federal Action against itself and its director
nominees. The Board, therefore, will, and legally must, continue to
comport with its fiduciary duties by pursuing the Federal Action on
the merits. This is a legal imperative in order to protect the
integrity of Immunomedics' stockholder franchise that venBio
tainted by violating the federal securities and state corporate
laws through an unlawful proxy fight.
In order to facilitate the prompt adjudication of its federal
claims so that the will of all stockholders can be acted upon
expeditiously, Immunomedics intends to seek expedited discovery and
an expedited trial with respect to a multitude of illegal and
ethically questionable actions employed by venBio to deceive other
stockholders into voting for its slate.
As previously announced on February 10,
2017, Immunomedics entered into an exclusive global
licensing agreement with Seattle Genetics, a highly respected
oncology company and a world leader in developing and
commercializing novel antibody-drug conjugates (ADCs) for the
treatment of cancer. Immunomedics emphatically believes that
Seattle Genetics is the perfect fit for a partnership with
Immunomedics on sacituzumab govitecan (IMMU-132). Seattle Genetics
has agreed to fund the full development, manufacture and
commercialization of IMMU-132, the Company's promising proprietary,
Phase 2 solid tumor therapy candidate. With very substantial
upfront payments and a multitude of near-term, mid-term and other
milestones, we believe Immunomedics stockholders stand to share up
to approximately $2 billion in cash,
plus substantial additional, double-digit tiered royalties
potentially on multiple solid tumor indications. The Company fully
supports what it views as an outstanding licensing partnership with
Seattle Genetics, a strong and logical strategic biotech company to
successfully complete the final phase of obtaining accelerated FDA
approval of IMMU-132 in patients with metastatic triple-negative
breast cancer (TNBC) and to seek FDA approval for IMMU 132 in
additional indications, including urothelial cancer (UC),
small-cell lung cancer (SCLC) and non-small-cell lung cancer
(NSCLC), which are in Phase 2 clinical studies, along with other
solid tumor indications.
Immunomedics continues to believe that the litigation brought by
venBio in Delaware Chancery Court
against the Company and its directors to enjoin the licensing
transaction with Seattle Genetics is tortious, completely devoid of
any merit and will severely damage stockholder value. If, by
chance, venBio were to win the proxy contest and immediately assume
control of the Board, its appointed directors, as they have
publically disclosed, will most certainly vote to drop
Immunomedics' defense of the Seattle Genetics partnership in an
obvious and what would be an unlawful attempt to scuttle the valid
legal contract supporting the transaction. Given that the
Immunomedics Board employed its legally-required best business
judgment to enter into the licensing transaction, it is incumbent
upon the Board to continue to exercise its fiduciary duty to all
stockholders by defending the transaction at a hearing scheduled
for March 9, 2017 in Delaware Chancery Court before Vice Chancellor
Laster.
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 Immunomedics
Immunomedics (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-LOCKĀ® 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 Company
stockholders. COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED
TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS
AND SUPPLEMENTS), THE ACCOMPANYING WHITE PROXY CARD AND ANY 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 Statements
This release, 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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SOURCE Immunomedics, Inc.