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.
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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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