The way to achieve the ability to expand on these accomplishments is to again seek your approval for the
reverse stock split and the related proposals that remain open. The failure to approve these proposals may create the challenges described below, resulting in the potential for loss of all stockholder value.
Our stockholders have already shown strong support in favor of the reverse stock split and authorized share reduction proposals. Those measures only fell
short of approval due to an insufficient number of shares being voted because they require the affirmative vote of holders of more than 50% of all of our issued and outstanding shares of common stock. Had more shares been voted in the same
proportions as currently voted, the measures would have been approved. It is important to note that independent proxy advisory firms, ISS and Glass Lewis, have each recommended that stockholders vote in favor of both of these
proposals.
If these proposals are not approved, we face two immediate challenges:
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Our stock recently traded below the $1 threshold (as low as 58 cents) for 29 consecutive trading days – one
day short of the Nasdaq criteria for issuing a delisting warning as the start of a delisting process – and continues to be volatile. The potential delisting of our common stock if we do not remain in compliance with the Nasdaq requirement that
our common stock trade above $1 per share would constitute a Fundamental Change under our convertible notes indentures, triggering the immediate right of holders of the notes to require us to repurchase up to $443 million in
principal amount of such debt, an amount that we would be unable to pay and resulting in the potential loss of all stockholder value. |
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Our current limited ability to raise capital through sales of our common stock, without which, our ability to
fund our operations and to continue as a going concern will be substantially hampered. This would impact our ability to preserve the value of our current business and assets, and, given the amount of our outstanding debt, potentially lead to a
substantial or complete loss of value to stockholders. |
Your vote in favor of Proposals 2 and 3 is critical. If you have
not voted, please consider voting today. If you have already voted, thank you for participating in this process. If you voted against Proposal 2 and Proposal 3 please reconsider your vote based on the factors described in this letter.
The proxy statement for the Annual Meeting of Stockholders of Clovis Oncology, Inc. contains important information and this letter should be read in
conjunction with the proxy statement, which, along with other relevant materials, is available at no charge at the U.S. Securities & Exchange Commission’s website www.sec.gov and at the company’s website https://ir.clovisoncology.com/investors-and-news/financial-information/sec-filings/default.aspx.
We appreciate your continued support of Clovis.
For the Board
of Directors,
Paul E. Gross
Secretary
REMEMBER: You can vote your shares or change your previously cast vote by telephone, via the Internet, or by signing, dating and
returning the enclosed proxy card in the postage-paid envelope provided. Please follow the easy instructions on the enclosed proxy card. If you have any questions, or need assistance in voting your shares or changing your vote, please call our proxy
solicitor, INNISFREE M&A INCORPORATED TOLL-FREE, at 1 -877-456-3524.
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