WaterMill Asset Management Refutes Ziopharm Oncology’s Desperate, Low-Road Smear Campaign
November 28 2020 - 5:30PM
Business Wire
Highlights That Director Candidate Holger
Weis Continues to Receive Public Endorsements From Highly-Respected
Biotechnology Leaders, Including Former DemeRx Board
Members
Notes That Mr. Weis’ Former Chairman at
DemeRx Sees “no Merit to any of the Unsubstantiated Claims
Referenced by Ziopharm”
Provides Point-by-Point Rebuttal to Address
the False and Unsupported Attacks on Mr. Weis
Urges Shareholders to Look Past Ziopharm’s
Distortions and Recognize That Mr. Weis has an Impeccable Track
Record – With Zero Employment, Legal or Regulatory
Blemishes
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 responded
to the low-road campaign that the incumbent Board of Directors (the
“Board”) has apparently initiated in order to smear Holger Weis and
misrepresent his more than six-year tenure at DemeRx Incorporated
(“DemeRx”). WaterMill believes this seemingly underhanded stunt
only reinforces the need for meaningful and urgent boardroom
change. It is important to highlight that the incumbent Board’s
desperate attack on Mr. Weis comes on the heels of Institutional
Shareholder Services Inc. (“ISS”), a leading independent proxy
voting advisory firm, recommending that Ziopharm shareholders vote
for boardroom change on WaterMill’s WHITE consent card. ISS supports the addition
of two WaterMill nominees (Jaime Vieser and Holger Weis) and the
removal of two incumbents (Chairman Scott Tarriff and Director Elan
Ezickson).
We want to highlight for shareholders that Mr. Weis has
unimpeachable integrity and recently received several endorsements
from highly-respected biotechnology and life science investors and
leaders, including former DemeRx board members. Select endorsements
are below.
- Henry Mellon, former Chairman of DemeRx, provided the
following statement today: “I was chairman of the DemeRx board
of directors for a significant portion of Holger’s tenure. He
demonstrated integrity, professionalism and the highest degree of
ethics at every turn – all in the interest of helping DemeRx
succeed. Holger is a by-the-book corporate leader that shuns waste
and prioritizes efficiency. In my view, there is no merit to any of
the unsubstantiated claims referenced by Ziopharm on November
27.”
- Skip Clemmons, Managing Director of Stephens Inc. and former
DemeRx director, recently stated: “I was on the board and
Holger, while beginning our relationship as COO/CFO, also took on
increasing responsibilities for operations and clinical trials
leading to his eventual leadership of the company. In addition,
Holger had the novel idea to combine opioids with a small amount of
our compound to reduce the abuse liability of opioids, potentially
slowing or preventing the onset of tolerance which leads to
dependence. A major pharmaceutical company was eager to study this
with our company. I found Holger to be fair, thoughtful, and
professional in all things related to governance, compensation, and
financial reporting. Further, his creative vision for additional
applications created new clinical opportunities for us. Holger is a
great leader, a generous colleague, a good man, and a solid
contributor at the board level as well as management. I am proud to
call him a friend and would be happy to work with him again.”
- James Barlow, President & Chief Executive Officer of
ImmunoGenesis, Inc., recently stated: “I have a high regard for
Holger’s deep expertise for operating Biotech companies. From his
distinguished career as a C-suite Executive at numerous Biotechs,
Holger [...] would be a real asset in sharpening the operational
focus at Ziopharm. He is refreshingly candid and has unquestioned
integrity, which will allow him to be a strong, credible voice for
change at the Company.”
- Hector J. Gomez MD PhD, Executive Chairman & Chief
Medical Officer of GLG Pharma, LLC, recently stated: “[Holger
has] a myriad of proficiencies that are invaluable for a pharma or
biotech organization. I was amazed at the proficiency that he has
with regulatory issues, clinical trial design, fundraising and just
a general ‘solve-all-problems’ attitude. His relentless pursuit of
success is admirable.”
In keeping with its apparent disregard for honest investor
communication, the incumbent Board’s misleading press release on
November 27th is full of cherry-picked
quotes and completely unsubstantiated
claims from a filing made by DemeRx during its 2018
bankruptcy. The incumbent Board’s press release does not
acknowledge that Mr. Weis spent more than six years as an executive
in good standing, enjoys the support of former DemeRx directors and
was owed hundreds of thousands of dollars at the time of the
organization’s bankruptcy. The press release also fails to
acknowledge that DemeRx, which was under new leadership in 2018,
was choosing to fight Mr. Weis rather than honor his claims as a
creditor. The reality is that DemeRx’s founder and current chief
executive officer, who was previously terminated by the board of
directors in 2013, did not want to honor Mr. Weis’ claims once she
was back in control.
We believe it is important to set the record straight now that
Ziopharm is apparently trying to smear Mr. Weis:
- Distortion #1: Ziopharm states that “a majority of
shareholders executed written consents to remove Mr. Weis” from his
positions at DemeRx.
- The Reality: This statement is false. Mr. Weis was not a
director of DemeRx and, therefore, could not be removed by written
consent. Mr. Weis had a provision in his employment agreement that
allowed him to resign for “good reason” if DemeRx’s founder and
current chief executive officer ever returned. This is why Mr. Weis
resigned on July 24, 2017.
- Distortion #2: Ziopharm is apparently trying to mislead
shareholders by repeating DemeRx’s unsupported claim that Mr. Weis
made “inaccurate and misleading presentations” to his board of
directors that resulted in “excessive remuneration.”
- The Reality: Ziopharm is recycling false and
unsubstantiated claims. Mr. Weis was evaluated by DemeRx’s board of
directors for years, including its compensation committee and audit
committee. He never made inaccurate and misleading statements to
the board of directors. In addition, he was not in a position to
influence what the board of directors deemed to be his appropriate
compensation.
- Distortion #3: Ziopharm is apparently trying to mislead
shareholders again by citing DemeRx’s baseless contentions that Mr.
Weis received “excessive compensation based on milestones never
achieved” and “made unauthorized payments to himself.”
- The Reality: Ziopharm is recycling more false and
unsubstantiated claims. Mr. Weis submitted performance
self-appraisals to the board of directors for its independent
assessment throughout his more than six-year tenure. Any and all
compensation received by Mr. Weis during his tenure at DemeRx was
approved and authorized by the board of directors (which Mr. Weis
was not a part of). Notably, Mr. Weis voluntarily worked without a
salary and bonus throughout 2017 in order to help DemeRx allocate
capital to other key business initiatives. He always acted in
DemeRx’s best interest.
- Distortion #4: Ziopharm apparently wants shareholders to
believe Mr. Weis was responsible for millions of dollars of “waste”
at DemeRx.
- The Reality: Ziopharm is continuing to cite more false
claims. Soon after joining DemeRx, Mr. Weis helped improve cost
controls and he ultimately delivered tangible clinical progress on
a very efficient budget. In fact, Mr. Weis was lauded for his cost
efficiency by the board of directors (including members who
continue to publicly support him today).
- Distortion #5: Ziopharm wants shareholders to believe
Mr. Weis was responsible for wasting funds on excessive
patent-related legal fees at DemeRx.
- The Reality: The claim being echoed by Ziopharm is
baseless. Given that DemeRx had limited intellectual property at
the onset of its development program, creating new patents was an
important and essential strategic initiative towards building the
business. The legal advisory work commissioned by Mr. Weis was
regularly reviewed by the board of directors.
Robert Postma, principal and founder of WaterMill,
concluded:
“Ziopharm’s incumbent Board never fails to disappoint when it
comes to taking the low road. This attempt to smear Holger with
baseless and unsubstantiated claims is just the latest instance of
the incumbents’ desperation. It is clear to us that Scott Tarriff
and his allies in the boardroom simply want to divert attention
away from Ziopharm’s abysmal corporate governance, dismal business
decisions, wasteful spending and value-destructive tailspin.
Unfortunately for them, WaterMill will continue to make this
contest about the issues that matter to shareholders. Holger, Jaime
and I are committed to joining the Board and helping Ziopharm veer
off its current path to financial ruin. WaterMill is also committed
to Holger and encourages shareholders to focus on the facts
pertaining to his robust credentials, quality endorsements and
proven integrity.”
***
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.
***
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201128005102/en/
For Investors: Saratoga Proxy Consulting John Ferguson /
Joe Mills, 212-257-1311 jferguson@saratogaproxy.com /
jmills@saratogaproxy.com For Media: Profile Greg Marose /
Charlotte Kiaie, 347-343-2999 gmarose@profileadvisors.com /
ckiaie@profileadvisors.com
ZIOPHARM Oncology (NASDAQ:ZIOP)
Historical Stock Chart
From Aug 2024 to Sep 2024
ZIOPHARM Oncology (NASDAQ:ZIOP)
Historical Stock Chart
From Sep 2023 to Sep 2024