SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed
by the Registrant ¨
Filed
by a Party other than the Registrant þ
Check the appropriate box:
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Preliminary Proxy 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 Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Enzo Biochem, Inc.
(Name of Registrant as Specified In Its Charter)
Harbert Discovery Fund, LP
Harbert Discovery Co-Investment Fund I, LP
Harbert Discovery Fund GP, LLC
Harbert Discovery Co-Investment Fund I GP, LLC
Harbert Fund Advisors, Inc.
Harbert Management Corporation
Jack Bryant
Kenan Lucas
Raymond Harbert
Fabian Blank
Peter J. Clemens, IV
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (check the appropriate
box):
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Glass Lewis Joins ISS in Recommending
Shareholders Vote AGAINST Enzo Proposal to Increase Size of Board
Both Leading Proxy Advisory Firms
Have Now Criticized Enzo’s Deceptive Entrenchment Tactics
Glass Lewis Analysis Finds that
“Enzo Directors have Manipulated Enzo’s Corporate Machinery in the Extreme”
Report Lambasts Enzo’s Attempts
to “Rebrand its Unequivocally Dubious Governance Shell Game” as Responsive to Shareholder Feedback
Glass Lewis and ISS Both Have
Recommend Shareholders Vote on HDF’s BLUE Proxy Card
HDF Urges Shareholders to Discard
Enzo’s Gold and White Cards
Birmingham, AL, February 20, 2020 – Harbert
Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP (collectively “HDF”), the beneficial owners of more
than 11.8% of the outstanding shares of Enzo Biochem, Inc. (NYSE: ENZ) (“Enzo” or the “Company”), today
announced that a leading proxy advisory firm Glass, Lewis & Co. (“Glass Lewis”), has recommended that shareholders
vote on the BLUE proxy card AGAINST Enzo’s proposal to amend its bylaws in order to increase the size of the Board and re-nominate
Barry Weiner. Enzo’s delayed 2019 Annual Meeting of Shareholders (the “Annual Meeting”) is scheduled for February
25, 2020. Institutional Shareholder Services (“ISS”) also reached the same conclusion.
In its report, Glass Lewis echoed many of the same arguments
and concerns previously expressed by both ISS and HDF, stating1:
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“In that regard, viewed in full, we are inclined to argue the
current Enzo directors have manipulated Enzo’s corporate machinery in the extreme, giving rise to a brazen 11th-hour
effort to supersede a shareholder vote in order to further the entrenchment of an incumbent member.”
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“As a starting point in this regard, we find the board has necessarily
shirked even nominal notions of circumspection by attempting to rebrand its unequivocally dubious governance shell game
as a progressive change motivated by ‘investor feedback’.”
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“We consider this raises rather simple and direct question about
the board's rationale and the engagement processes underpinning the sudden postponement of Enzo's meeting, as well as whether the
board assumed that the opinion of a small minority of its shareholder base could sufficiently justify a fundamental debasement
of the broader shareholder franchise.”
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__________________________
1Permission to quote Glass Lewis neither sought
nor obtained. Emphasis added.
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“The remainder of investors not participant in this poorly detailed
process must now necessarily question whether the board might again selectively field functionally undisclosed opinions from shareholders
deemed to be sufficiently influential -- or perhaps adequately agreeable -- in order to guide Enzo's corporate governance policy
or other major directional decisions. In short, we consider the board's justification for setting bad precedent is nearly as
bad as the precedent itself.”
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“Here, the Enzo board has presupposed that opinions garnered
in selective closed-door shareholder engagements would represent a more reasonable barometer over the simple observation of investor
perspectives in an ongoing vote in which all investors are eligible to express their opinion. In our view, the Enzo board's
motives are fairly transparent at this stage.”
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“…we believe the resolution itself is merely a last ditch
effort constructed by the incumbents to diminish the impact of Harbert's participation on the continuing board.”
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Now is the time to vote your shares. Vote on the BLUE
proxy card FOR the election of Fabian Blank and Peter Clemens today.
Please visit our website at www.cureenzo.com to
learn more.
Important Information about Participants in a Proxy
Solicitation:
Harbert Discovery Fund, LP (“Harbert Discovery”),
Harbert Discovery Fund GP, LLC (“Harbert Discovery GP”), Harbert Discovery Co-Investment Fund I, LP (“Harbert
Discovery Co-Investment” and together with Harbert Discovery, the “Discovery Funds”), Harbert Discovery Co-Investment
Fund I GP, LLC (“Harbert Discovery Co-Investment GP”), Harbert Fund Advisors, Inc. (“HFA”), Harbert Management
Corporation (“HMC”), Jack Bryant (“Mr. Bryant”), Raymond Harbert (“Mr. Harbert”) and Kenan
Lucas (“Mr. Lucas” and together with Harbert Discovery, Harbert Discovery GP, Harbert Discovery Co-Investment, Harbert
Discovery Co-Investment GP, HFA, HMC and Messrs. Bryant and Harbert, the “Harbert Discovery Parties”) (collectively,
the “Participants”) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy
statement and accompanying form of proxy to be used in connection with the solicitation of proxies from the shareholders of Enzo
Biochem, Inc. (the “Company”) in connection with the annual meeting of shareholders of the Company (the “Annual
Meeting”). All shareholders of the Company are advised to read the definitive proxy statement and other documents related
to the solicitation of proxies by the Participants in respect of the Annual Meeting, as they contain important information, including
additional information related to the Participants, their nominees for election to the board of directors of the Company and the
Annual Meeting. The definitive proxy statement and an accompanying proxy card will be furnished to some or all of the Company’s
shareholders and are, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/ and
are available upon request from the Participants’ proxy solicitor, Okapi Partners, by calling (888) 758-6707 (banks and brokers
call collect (212) 297-0720).
Additional information about the Participants can be found
on the Definitive Proxy Statement filed by the Participants on December 6, 2019.
About Harbert Discovery Fund (HDF)
HDF invests in a concentrated portfolio of publicly traded
small capitalization companies in the US and Canada. We perform significant due diligence on each portfolio company prior to investing.
In addition to researching all publicly available information and meeting with management, our diligence includes substantial primary
research with industry experts, consultants, bankers, customers and competitors. We often spend months or years researching ideas
before making an investment decision and we only invest in companies that we believe are significantly undervalued, and where there
is the potential for change to enhance or accelerate value creation. In an effort to unlock this potential value, we seek to work
directly with the boards and management teams of our portfolio companies privately and collaboratively, engaging with them on a
range of factors including governance, board composition, corporate strategy, capital allocation, strategic alternatives and operations.
We have effected positive, fundamental changes at our current and past investments through this behind-the-scenes, constructive
approach. HDF currently has board representation at three of our portfolio companies. In each case, changes to the board were agreed
upon privately and it is our strong preference in every investment to avoid the unnecessary distractions and costs of a public
proxy campaign.
About Harbert Management Corporation (HMC)
HMC is an alternative asset management firm with approximately
$7.0 billion in regulatory assets under management as of December 31, 2019. HMC currently sponsors nine distinct investment strategies
with dedicated investment teams. Additional information about HMC can be found at www.harbert.net.
Contacts
Investor Contact
Okapi Partners LLC
Bruce Goldfarb / Chuck Garske / Jason Alexander, 212-297-0720
info@okapipartners.com
Media Contact
Sloane & Company
Dan Zacchei / Sarah Braunstein, 212-486-9500
dzacchei@sloanepr.com / sbraunstein@sloanepr.com
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