Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
November 24 2020 - 4:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED
IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Consent Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Consent Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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ZIOPHARM ONCOLOGY, INC.
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(Name of Registrant as Specified in Its Charter)
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ROBERT W. POSTMA
WATERMILL ASSET MANAGEMENT CORP.
JAIME VIESER
HOLGER WEIS
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(Name of Persons(s) Filing Consent Statement, if Other Than the Registrant)
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WaterMill Asset Management
Corp., together with the other participants named herein (collectively, “WaterMill”), has filed a definitive consent
statement and accompanying WHITE consent card with the Securities and Exchange Commission to be used to solicit consents from shareholders
of Ziopharm Oncology, Inc., a Delaware corporation (the “Company”), for a number of proposals, the ultimate effect
of which, if successful, would be to reconstitute the Board of Directors of the Company (the “Board”) through the removal
of four current members of the Board and the election of WaterMill’s three highly-qualified nominees.
Item 1: On November
24, 2020, WaterMill issued the following press release:
WaterMill Asset Management Sets the Record Straight
Following Ziopharm’s Apparent Attempt to Mislead Shareholders and Rewrite History
Issues New Rebuttal
Presentation that Systematically Exposes and Refutes the Distortions in Ziopharm’s November 19th Deck
Makes Clear That
Shareholders Have Been Continuously Harmed by Value-Destructive Business Decisions Before and After Ziopharm’s Dissolution
of the Intrexon/Precigen Agreement in 2018
Urges Shareholders
to Vote on the WHITE Consent Card to Reconstitute the Board with WaterMill’s Three Aligned, Independent
and Highly-Qualified Director Candidates
NEW YORK—NOVEMBER 24, 2020–(BUSINESS
WIRE) – WaterMill Asset Management Corp. (together with its affiliates, “WaterMill” or “we”), which
collectively with the other participants in its consent solicitation beneficially owns approximately 3.3% of the outstanding shares
of Ziopharm Oncology, Inc. (NASDAQ: ZIOP) (“Ziopharm” or the “Company”), today released a new rebuttal
presentation in response to the incumbent Board of Directors’ (the “Board”) recent attempt to mislead shareholders
and rewrite history regarding Ziopharm’s relationship with Intrexon Corporation (“Intrexon”), which has been
renamed Precigen Incorporated (“Precigen”). We invite shareholders to download and view the full presentation here.
As a reminder, WaterMill
is seeking to reconstitute Ziopharm’s eight-member Board by removing four current directors and electing three highly-qualified
and independent individuals: Robert Postma, Jaime Vieser and Holger Weis. WaterMill encourages shareholders to consent to all
of its proposals on the WHITE consent card. We urge shareholders to sign, date and return each WHITE consent
card they receive.
Robert Postma, Principal and Founder of WaterMill, commented:
“We believe
that Ziopharm’s attempt to mislead shareholders and rewrite history in its recent presentation only validates our case for
urgent change. Rather than assume accountability for years of value destruction and finally provide shareholders with a clear plan
for commercializing the Company’s promising science, the incumbent Board is apparently resorting to peddling distortions
about a 2018 ‘reset’ that has failed to deliver meaningful clinical progress and put an end to troubling boardroom
interconnectivity. In our view, Ziopharm remains on the road to financial ruin due to the incumbents’ inability to effectively
allocate capital, pursue revenue-generating opportunities and regain the investment community’s trust. This is why we are
pursuing a shareholder-driven overhaul of the Board that we believe can lead to a sorely needed strategic review and infuse necessary
ownership perspectives and accountability into the boardroom. Ziopharm does not need to continue suffering from a lack of commercial
intensity and financial acumen in the boardroom.
Do not be fooled
by the incumbent Board’s apparent misrepresentation of the facts: the truth is that the Company has lost 76% of its equity
market value over the past five years as capital has been seemingly wasted on the Intrexon partnership and carelessly spent on
leadership compensation. We contend that the directors we are seeking to remove have proven that they cannot be trusted or relied
upon to initiate a turnaround. Moreover, Ziopharm already attempted a self-initiated director refresh in 2018 – since then,
we believe the Board has continued to foster an anti-shareholder culture defined by poor governance practices and ill-conceived
financing decisions that have blindsided and diluted shareholders.
Unlike the incumbent
Board, my fellow nominees and I will prioritize business integrity, urgency and transparency in the boardroom. We believe Ziopharm’s
leadership has consistently disregarded shareholder input, misled investors and dragged the Company into a financial hole, which
is why we felt compelled to act. We are committed to continuing to invest our energy, resources and time to help Ziopharm finally
realize the true potential of its science for the benefit of shareholders, providers and patients.”
***
We urge Ziopharm
shareholders to consent to all five proposals on the WHITE consent card today by signing, dating and returning it in the postage-paid
envelope provided. Please vote each and every WHITE consent card you receive since you may own multiple
accounts. If you have already voted a Green revocation card from Ziopharm, a later-dated vote on the WHITE consent
card will revoke that vote.
December 11, 2020
is our goal for the submission of written consents. Effectively, this means that you have until December 11, 2020 to consent
to the proposals.
You may only consent
by voting the WHITE consent card. Please throw away all Green revocation cards you receive.
***
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
jferguson@saratogaproxy.com / jmills@saratogaproxy.com
For Media:
Profile
Greg Marose / Bela Kirpalani, 347-343-2999
gmarose@profileadvisors.com / bkirpalani@profileadvisors.com
Item 2: Also on
November 24, 2020, Watermill posted the following materials to www.FixZiopharm.com:
Item 3: Also on
November 24, 2020, Watermill delivered the following email to subscribers of www.FixZiopharm.com:
Setting
the record straight at Ziopharm.
Fellow Shareholder,
Today we released a new
rebuttal presentation in response to Ziopharm's recent attempt to mislead shareholders and rewrite history.
Help us build a better Ziopharm for all
shareholders by consenting to all five of our proposals on the WHITE consent card today.
You can review recent letters, presentations
and share candid feedback at www.FixZiopharm.com.
Sincerely,
Robert Postma
Principal and Founder
WaterMill Asset Management Corp.
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