CHICAGO, Aug. 14, 2017 /PRNewswire/ -- Ronin Trading, LLC
and SW Investment Management LLC (together with the other
participants in their solicitation, "Ronin"), collectively the
second largest stockholder of Peregrine Pharmaceuticals, Inc.
("Peregrine" or the "Company") (NASDAQ:PPHM), with aggregate
beneficial ownership of approximately 8.8% of the Company's
outstanding shares of common stock, today issued the following
statement with respect to Peregrine.
We find it outrageous that Peregrine's Board of Directors and
management chose to fire roughly 20% of the Company's employees
while doing nothing to address their own unjustifiable and
egregious compensation. If the Company needs to reduce costs, the
first place it should look is the preposterously high salaries of
its own Board and management. We remind stockholders what
Institutional Shareholder Services said in its 2016 proxy report on
Peregrine:
"WITHHOLD votes are warranted for compensation committee
members Carlton M. Johnson Jr.,
David H. Pohl, and Eric S. Swartz due to continued problematic pay
practices and the board's failure to adequately respond to
shareholder concerns."
On July 31, 2017, Peregrine's
Board announced an intention to increase the size of the Board from
four to up to seven members by adding up to three new directors
with – unlike themselves – actual pharmaceutical and contract
development and manufacturing experience. This was a laughable
attempt to appear stockholder-friendly since it would brazenly
further entrench the incumbents while allowing them to retain a
majority of Board seats. Notably, the Company did not actually
expand the size of the Board, presumably because the Board's
announcement was purely reactive to our public criticisms and it
had not successfully identified additional candidates to serve on
its slate. It is no surprise to us that the Board appears to be
having difficulty finding highly qualified, ethical people to serve
as nominees alongside themselves, given their own questionable
backgrounds and records of value destruction. Furthermore, based on
the feedback we have received from many stockholders in recent
weeks, we believe support for the Board at the 2017 Annual Meeting
will be nearly nonexistent, thus making it even more difficult for
the Board to find additional qualified nominees. In the event
Peregrine proceeds with the expansion of the Board, we will timely
nominate additional highly qualified director candidates to ensure
that control of the Board does not remain with the incumbents or
their hand-picked additions.
We believe a similar problem exists with the Board's ability to
identify the right candidate to serve as the President of Avid
Bioservices. We doubt whether any qualified candidate would be
interested in the position given the current leadership structure
of the Company and lack of any strategic plan put forth by the
Board. To the extent that a President of Avid is hired prior to the
2017 Annual Meeting, if elected, our director candidates intend to
immediately evaluate the appropriateness of the hire.
It is insulting to employees and stockholders alike that
management and the Board were responsible for these unfortunate
layoffs, but apparently unwilling to sacrifice anything personally.
Recent actions by management and the Board further validate our
belief that their only concern appears to be their own personal
enrichment, which we are confident will soon (and to everyone's
relief) be coming to an end. The facts remain clear, and given what
we believe is the extraordinarily low likelihood of the incumbent
independent Board members being reelected at the 2017 Annual
Meeting, we call on Peregrine's independent directors, Carlton M. Johnson Jr., David H. Pohl and Eric
S. Swartz, to resign their Board seats immediately.
Peregrine can no longer afford to allow Peregrine's current
leadership to needlessly destroy more value in a futile attempt to
cling to their positions. We are confident that our director
nominees are the right people to end Peregrine's culture of
leadership unaccountability, and will be able to finally set
Peregrine on a path towards value creation.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Ronin Trading, LLC, together with the other participants named
herein (collectively, "Ronin"), intends to file a preliminary proxy
statement and an accompanying proxy card with the Securities and
Exchange Commission ("SEC") to be used to solicit votes for the
election of its slate of three highly qualified director nominees
at the 2017 annual meeting of stockholders Peregrine
Pharmaceuticals, Inc., a Delaware
corporation (the "Company").
RONIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS
PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the solicitation are Ronin Trading, LLC
("Ronin Trading"), John S. Stafford,
III, SWIM Partners LP ("SWIM Partners"), SW Investment
Management LLC ("SW Management"), Stephen
White, Gregory P. Sargen,
Brian W. Scanlan and Saiid Zarrabian.
As of the date hereof, Ronin Trading directly beneficially owned
3,310,651 shares of the Company's common stock, $0.001 par value per share ("Common Stock"),
including 137,260 shares of Common Stock that may be acquired upon
the conversion of 115,299 shares of the Company's 10.50% Series E
Convertible Preferred Stock, $0.001
par value per share ("Series E Preferred Stock"). Mr. Stafford, as
the Manager of Ronin Trading, may be deemed to beneficially own the
3,310,651 shares of Common Stock beneficially owned directly by
Ronin Trading. As of the date hereof, SWIM Partners directly
beneficially owned 485,333 shares of Common Stock, including 10,333
shares of Common Stock that may be acquired upon the conversion of
8,680 shares of Series E Preferred Stock. As of the date hereof, an
account separately managed by SW Management (the "SW Account") held
172,487 shares of Common Stock, including 3,714 shares of Common
Stock that may be acquired upon the conversion of 3,120 shares of
Series E Preferred Stock. SW Management, as the general partner and
investment adviser of SWIM Partners and the investment adviser of
the SW Account, may be deemed to beneficially own the 657,820
shares of Common Stock beneficially owned in the aggregate by SWIM
Partners and held in the SW Account. Mr. White, as the Manager of
SW Management, may be deemed to beneficially own the 657,820 shares
of Common Stock beneficially owned in the aggregate by SWIM
Partners and held in the SW Account. As of the date hereof, Messrs.
Sargen, Scanlan and Zarrabian did not beneficially own any
securities of the Company.
Investor Contact:
Stephen White
SW Investment Management LLC
(312) 765-7033
View original
content:http://www.prnewswire.com/news-releases/ronin-trading-and-sw-investment-management-respond-to-recent-announcements-by-peregrine-pharmaceuticals-300503720.html
SOURCE Ronin Trading, LLC and SW Investment Management LLC