INCLINE VILLAGE, Nev.,
Feb. 28, 2020 /PRNewswire/
-- PDL BioPharma, Inc. ("PDL" or the "Company") (Nasdaq: PDLI)
today announced it has entered into a cooperation agreement with
Engine Capital Management LP (together with its affiliates,
"Engine"), which owns approximately 5.5% of the Company's
outstanding shares, pursuant to which Alan L. Bazaar will
immediately join PDL's Board of Directors as a Class III director
serving until the Company's 2022 Annual Meeting of
Stockholders. PDL has also agreed to form a Cost Committee of
the Board, chaired by Mr. Bazaar, to oversee cost reduction
initiatives and will present a proposal to declassify the Board at
the 2020 Annual Meeting. Following the 2020 Annual Meeting,
Mr. Bazaar will be appointed to the Compensation Committee of the
Board, and PDL's Board will be comprised of seven directors, five
of whom are independent. At that time, the Company will have
refreshed five of the seven seats on the Board since June 2018.
"We are pleased to welcome Alan to PDL's Board," said
Elizabeth O'Farrell, Chairperson of
PDL. "Alan has significant experience serving as a director
at companies that have undergone successful sale processes.
We believe this experience will benefit PDL and its stockholders as
we continue to work expeditiously to monetize our assets and return
net proceeds to stockholders."
"I am excited to join PDL's Board at this important juncture and
believe there are significant opportunities to realize value," said
Mr. Bazaar. "I look forward to collaborating with my fellow
directors and the management team as we work to maximize the value
of PDL's assets for the benefit of all stockholders."
Mr. Bazaar, 49, is currently Chief Executive Officer of Hollow
Brook Wealth Management and Chairman of the board of Wireless
Telecom Group, Inc. Previously, he has served as a director
at Hudson Global, Inc., Sparton Corporation until the completion of
its sale to Cerberus Capital Management, LoJack Corporation until
the completion of its sale to CalAamp, and NTS, Inc. until the
completion of its sale to Tower Three Partners. Mr. Bazaar
received a BA in history from Bucknell
University and an MBA from the Stern School of Business at
New York University. He is a Certified Public Accountant
(inactive).
Ms. O'Farrell continued, "We believe this agreement with Engine
is in the best interests of PDL and our stockholders as it will
ensure our continued focus on the execution of our plan to monetize
assets and maximize stockholder value."
"We appreciate the constructive engagement we have shared with
PDL's Board and management team," said Arnaud Ajdler, Managing
Member of Engine. "We are confident in Alan's ability to work
effectively with the full Board towards a successful execution of
the monetization plan and to ensure maximum value is achieved for
stockholders."
Under the terms of the agreement, Engine has agreed to abide by
customary standstill and voting provisions until the earlier of 30
days prior to the deadline for stockholder nominations of directors
for the 2021 Annual Meeting or 120 days prior to the first
anniversary of the 2020 Annual Meeting. The complete agreement
between PDL and Engine will be filed on a Form 8-K with the U.S.
Securities and Exchange Commission.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to PDL. Olshan Frome Wolosky LLP is serving as legal
counsel to Engine.
About PDL BioPharma, Inc.
Throughout its history, PDL's mission has been to improve the
lives of patients by aiding in the successful development of
innovative therapeutics and healthcare technologies. PDL
BioPharma was founded in 1986 as Protein Design Labs, Inc. when it
pioneered the humanization of monoclonal antibodies, enabling the
discovery of a new generation of targeted treatments that have had
a profound impact on patients living with different cancers as well
as a variety of other debilitating diseases. In 2006, the
Company changed its name to PDL BioPharma.
As of December 2019, PDL has
ceased to make additional strategic transactions and investments
and is pursuing a formal process to unlock the value of its
portfolio by monetizing its assets and ultimately distributing net
proceeds to stockholders.
For more information please visit www.pdl.com.
NOTE: PDL, PDL BioPharma, the PDL logo and associated
logos and the PDL BioPharma logo are trademarks or registered
trademarks of, and are proprietary to, PDL BioPharma, Inc. which
reserves all rights therein.
About Engine Capital
Engine Capital is a value-oriented special situations fund that
invests both actively and passively in companies undergoing
change.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws that involve
material risks, assumptions and uncertainties. Many possible
events or factors could affect our future results and performance,
such that our actual results and performance may differ materially
from those that may be described or implied in the forward-looking
statements. As such, no forward-looking statement can be
guaranteed. The Company is subject to risks and uncertainties
described in the Company's annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q. You are cautioned
not to place undue reliance on these forward-looking statements,
which reflect management's analysis and expectations only as of the
date of this press release. Except as required by law, the
Company undertakes no obligation to publicly release the results of
any revision or update of these forward-looking statements, whether
as a result of new information, future events or otherwise.
Important Additional Information and Where to Find It
The Company plans to file a proxy statement (the "2020 Proxy
Statement") with the U.S. Securities and Exchange Commission (the
"SEC") in connection with the solicitation of proxies for the
Company's 2020 annual meeting of stockholders (the "2020 Annual
Meeting"), together with a WHITE proxy card. STOCKHOLDERS ARE
URGED TO READ THE 2020 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Stockholders will be able to obtain, free of charge, copies of
the 2020 Proxy Statement, any amendments or supplements thereto and
any other documents (including the WHITE proxy card) when filed by
the Company with the SEC in connection with the 2020 Annual Meeting
at the SEC's website (http://www.sec.gov), at the Company's website
(http://investor.pdl.com/investor-relations/sec-filings) or by
contacting Okapi Partners by phone (for stockholders, banks and
brokers) at 877-259-6290 or (all others outside the U.S.) at
212-297-0720, by email at info@okapipartners.com or by mail at
Okapi Partners LLC, 1212 Avenue of the Americas, 24th Floor,
New York, NY 10036.
Participants in the Solicitation
The Company, its directors and certain of its executive officers
and other employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
2020 Annual Meeting. Additional information regarding the identity
of these potential participants, none of whom owns in excess of one
percent (1%) of the Company's shares, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the 2020 Proxy Statement and other materials to be filed with the
SEC in connection with the 2020 Annual Meeting. Information
relating to the foregoing can also be found in the Company's
definitive proxy statement for its 2019 annual meeting of
stockholders (the "2019 Proxy Statement"), filed with the SEC on
April 30, 2019. To the extent
holdings of the Company's securities by such potential participants
(or the identity of such participants) have changed since the
information printed in the 2019 Proxy Statement, such information
has been or will be reflected on Statements of Change in Ownership
on Forms 3 and 4 filed with the SEC. You may obtain free
copies of these documents using the sources indicated above.
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SOURCE PDL BioPharma, Inc.