Medical Resource Acquisition Group, LLC, (MRAG), an investment firm
focused on disruptive technologies in the healthcare space, offered
Rockwell Medical, Inc. (NASDAQ: RMTI), on February 25, 2020, equity
funding of $15 million for the board seats of current Directors
John Cooper, Mark Ravich and Lisa Colleran, who may (or may not) be
put up for reelection at the Company’s upcoming annual shareholder
meeting (see attached letter here).
MRAG believes the Rockwell Medical management
team and Board of Directors’ failure to provide appropriate
governance has led to reckless spending, a cash deficiency and a
lack of operational controls resulting in poor stock performance.
Part of the group who has overseen the destruction in value of the
RMTI share price includes, John Cooper, Mark Ravich and Lisa
Colleran, who have been a distraction for the Board and have
hindered the conception, adoption and execution of a much needed
dynamic and innovative strategy for Rockwell Medical. Director Ben
Wolin resigned from his position on February 28, 2020, three days
after the Company received the $15 million offer and notice of a
possible proxy battle from MRAG.
Mr. Khurram Shroff, General Partner of MRAG,
stated, “Along with our generous offer to fund Rockwell with $15
million, we filed our slate of three high-quality directors with
Rockwell and met the requirement of demonstrating the share
ownership to do so. We have been taking a significant ownership
position in Rockwell and we plan to acquire approximately an
additional five million shares. We prefer to acquire those shares
direct from Rockwell for $15 million for the three board seats. We
believe the $15 million will provide a substantial and timely
equity infusion for the Company and that the three board seats will
be lost in a contested election anyway. We expect the Rockwell
Board of Directors will exercise their fiduciary duty, do what is
best for shareholders and accept our offer, avoiding an expensive
proxy fight the Company cannot afford for three director seats they
will lose anyway”. Mr. Shroff also stated, “We believe a $15
million cash infusion and a well-respected, truly independent Board
will put Rockwell on the pathway to tremendous success and remove
the overhang on the share price.”
As of today, the Rockwell Medical Board of
Directors has not accepted or declined MRAG’s $15 million dollar
offer.
The Directors that MRAG will nominate for
election at the Rockwell Medical annual shareholder meeting are as
follows:
Mr. Khurram Shroff, the General Partner of
Medical Resource Acquisition Group LLC. Mr. Shroff, age 41, lives
in Toronto, Canada. He is the Chairman of Imperial asset management
company, a Canadian asset manager of commercial real estate, since
2015. He is the Chairman of the IBC Group Limited, a Dubai-based
investment firm and the general partner of Gallery Suites Vacation
Rental LLC, a Dubai based holiday home company with assets under
management of US$3 billion, since 2019. Mr. Shroff is also the
Chairman of Regal Global Trading with a reach in 70 countries since
2016. He is affiliated with the Shroff Multi Family Office, a
global network of independently and privately held family owned
assets in over 16 countries with 46 offices. The Shroff Family are
considered one of the world's oldest Guajarati business
families.
Mr. Arthur S. Reynolds has more than 35 years of
experience raising capital in Europe for clients located in
the U.S. Mr. Reynolds is a Managing Director of Rexon Limited,
which he founded in 1995 and through which he has since raised
capital for more than 50 companies. Mr. Reynolds commenced his
career with Mobil Corporation and then held a position at W.R.
Grace and Co. (which sold National Medical Care, world’s
largest operator of kidney disease treatment centers in 1996
to Fresenius A.G. for $4.4 billion). He joined Morgan Guaranty
Trust Company’s Corporate Finance Department and later, he and
others founded the Interfunding unit of J.P. Morgan & Co.
In 1978, he began a 27-year career in London raising capital for
U.S. clients, first as an officer of Merrill Lynch International
Bank Limited and subsequently, as the founder of Ferghana Financial
Services Ltd in 1982, at the behest of Sir James Goldsmith for
whose operations Mr. Reynolds raised more than $300 million. Mr.
Reynolds served on the Board of Directors of ThermoEnergy
Corporation for 14 years, where he was Chairman of the Board from
2014-2016, and Chairman of the Audit Committee from 2001 to 2006
and again from 2009-2013.
Mr. Markus Müller is currently a member of the
Board of Directors of Arundel AG, an investment services firm
based in Zurich providing specialist investment banking and
investment management, financial advisory services to family
offices, and fund management groups across developed and
emerging markets. Mr. Müller commenced his professional career
working for Credit Suisse. From 2000 to 2018, Mr. Müller
served in the executive management of Scherrer &
Partner Investment Management AG (Zurich), a company involved
in asset management for private clients and the management of
investment funds. From 1995 to 2000, Mr. Müller served in the
management of Jefferies (Switzerland) Ltd and as the
general manager of Jefferies Asset Management AG (Zug).
Medical Resource Acquisition Group
LLC managed by Khurram Shroff, General Partner. Chief
Medical Advisor Dominic Man-Kit Lam, a D.Phil in Medical Biophysics
from University of Toronto. He then joined as a Professor of
Ophthalmology at Harvard Medical School. In 1985, Lam started the
first biotech company in Texas and subsequently took it public in
U.S. and was named “The Father of Texas Biotechnology”. He also
became the Director of Center for Biotechnology in Houston,
Texas. Lam later founded and directed the Hong Kong Institute of
Biotechnology. Lam is currently the Chairman and Chief Biomedical
Officer of Rejuve Longevity Network. He also founded World Eye
Organization (WEO) to prevent and treat eye diseases for the poor.
Lam received the U.S. High Tech Entrepreneur of the Year Award in
1989, and the U.S. Presidential Medal of Merit. He was also
appointed a member of the U.S. President’s Committee on the Arts
and Humanities. In 2001, Lam’s patent on “Edible Vaccine” was named
by MIT as one of “Five patents that will transform business and
technology”, and by Time Magazine as one of ten most important
inventions in the 21st century.
Forward Looking Statements
Certain information set forth in this
presentation contains “forward-looking information”, including
“future oriented financial information” and “financial outlook”,
under applicable securities laws (collectively referred to herein
as forward looking statements). These forward-looking statements
are based on current expectations, estimates, forecasts and
projections. Words such as “expect,” “anticipate,” “should,”
“believe,” “hope,” “target,” “project,” “goals,” “estimate,”
“potential,” “predict,” “may,” “will,” “might,” “could,” “intend,”
“shall” and variations of these terms or the negative of these
terms and similar expressions are intended to identify these
forward-looking statements. Forward looking statements are subject
to a number of risks and uncertainties, many of which involve
factors or circumstances that are beyond MRAG’s control.
These statements are not guarantees of future
performance and undue reliance should not be placed on them. Such
forward-looking statements necessarily involve known and unknown
risks and uncertainties, which may cause events to differ
materially from any expectations or projections of future
performance or result expressed or implied by such forward looking
statements. These risks include, among other things: (i) market
perception regarding MRAG and the viability of the proposed
transactions; (ii) the availability of financing for the proposed
transaction with Rockwell Medical; and (iii) the recent outbreak of
the novel coronavirus and the global impact it may have on
financial markets and the life sciences sector.
Although forward-looking statements contained in
this presentation are based upon what management of MRAG believes
are reasonable assumptions, there can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. MRAG undertakes no obligation to
update forward-looking statements if circumstances or management’s
estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking statements.
Additional Information and Where to Find It
This communication may be deemed to be
solicitation material in respect of the 2020 Annual Meeting of
Rockwell Medical, Inc.. In connection with the 2020 Annual Meeting,
MRAG intends to file relevant materials with the SEC, including a
proxy statement on Schedule 14A. STOCKHOLDERS OF ROCKWELL ARE URGED
TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING MRAG’S
PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED CANDIDATES. Investors and security holders will
be able to obtain the documents free of charge at the SEC’s web
site. Such documents are not currently available.
Participants in Solicitation
For further information please contact Medical
Resource Acquisition Group LLC | https://www.mragworld.com/ or
email connect@mragworld.com
For Media Tien Ma
c/o Redhill Communications011 49 163 835
8774
Rockwell Medical (NASDAQ:RMTI)
Historical Stock Chart
From Apr 2024 to May 2024
Rockwell Medical (NASDAQ:RMTI)
Historical Stock Chart
From May 2023 to May 2024