SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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by the Registrant
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by a Party other than the Registrant
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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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Immunomedics, Inc.
(Name of Registrant as Specified In Its
Charter)
venBio Select Advisor LLC
Behzad Aghazadeh
Scott Canute
Peter Barton Hutt
Khalid Islam
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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venBio Responds to Immunomedics’
Postponement of Annual Meeting
Believes Company’s Action
Constitutes Unnecessary Delay and Hinders Stockholders’ Ability to Voice Discontent
venBio’s Four Highly-Qualified
Nominees Are Ideally Positioned to Effect Urgently Needed Change
NEW YORK
(November 29, 2016) – venBio Select
Advisor LLC (“venBio”), the beneficial owner of approximately 9.5 million shares, or 9.0%, of Immunomedics, Inc. (NASDAQ:
IMMU) (“Immunomedics” or the “Company”) and its largest stockholder, today issued the following statement
regarding the Company’s sudden announcement that it will postpone its Annual Meeting, which was originally scheduled for
December 14, 2016, to February 16, 2017:
“Immunomedics’ decision to postpone its
Annual Meeting does a severe disservice to the Company’s stockholders. We believe investors deserve the opportunity to voice,
without delay, their frustration at the strategic missteps of the Company’s leadership. By denying stockholders their right
to elect directors this year, we believe the Company is simply perpetuating the pattern of self-serving actions and value destruction
that have characterized Immunomedics to date.
Further, we note that Immunomedics’ delay of the
meeting is a clear violation of Delaware corporate law, as the new meeting would be more than the permissible 13 month period since
the prior meeting on December 2, 2015. As such, we are considering all options for protecting stockholders’ rights under
applicable law.
Importantly, we are also concerned that management,
in their push to show “progress”, could make rash decisions that will prove detrimental to the Company and to all stockholders.
‘Fast-tracking’ any purported deal or partnership to show “progress”, would raise the question of whether
this board really cares more about what is best for the value and future of the Company or preserving their own positions.
venBio has put forth four highly-qualified director
nominees – Scott Canute, Peter Barton Hutt, Dr. Khalid Islam, and Dr. Behzad Aghazadeh – who we believe have the right
pharmaceutical development background, commercial manufacturing expertise and pharmaceutical partnering/deal making experience
needed to advance the IMMU-132 drug and build stockholder value. Given our nomination of these incredible nominees, there is no
need for the Company to waste more time searching for additional candidates for the Board or to increase the number of Directors.
We also believe the Board – currently dominated by the husband-wife CEO-CSO team and Directors with more than a decade of
tenure – lacks the independent leadership necessary to effectively craft a deal. Rushing this process without independent
oversight and requisite expertise could set stockholders up for further value destruction.
The only thing that has changed ahead of the Company’s
attempts to outline its strategy going forward has been our public involvement. We believe that this speaks to the fact that the
Company felt no need to make progress on these fronts until feeling the brunt of public pressure. In our view, Immunomedics is
merely paying lip service to the concerns of its investor base, and lacks the ability and willingness to effect meaningful change.
We of course appreciate the Company saying that they are open to engagement with us, and remain receptive to any ideas they put
forth. However, we continue to believe that Immunomedics must truly commit to transformative change that is in the best interests
of all stockholders. Furthermore, the Company’s excuse that it is delaying the meeting to give stockholders the
opportunity to evaluate the Company’s progress
is absurd. Stockholders have already had a full year to evaluate progress since the last annual meeting and should be allowed to
exercise their right to vote without delay. The incumbent Board should not prioritize its desire to stay in office over the rights
of its stockholders.
At this point, Immunomedics has had ample time to make
meaningful changes that would set the Company on the path towards success. It is time to choose the path of experience, competence
and value creation, rather than the path of stagnation, management self-enrichment and shareholder value destruction.
We urge all stockholders to
vote FOR all four
of our Nominees on the GOLD proxy card
as soon as it becomes available. We also note that we believe stockholders should
expect that the record date for voting at the upcoming Annual Meeting will be moved to a date subsequent to that which was previously
the case, and therefore should take steps to have the ability to vote all of their shares.”
About venBio Select Advisor LLC
venBio Select Advisor LLC (“venBio Select”) is the SEC registered investment manager for venBio’s public markets
strategy and its main equity investment vehicle – the venBio Select Fund – which primarily invests across the biotechnology
and therapeutics sector. The venBio Select Fund is managed by Dr. Behzad Aghazadeh, supported by a team of seasoned professionals
with advanced medical and scientific backgrounds, and extensive investment experience in the biopharmaceutical industry. The investment
and business operations for venBio Select are based in New York. venBio’s separate venture capital team operates and manages
their funds from San Francisco, partnering with industry leaders to build biotechnology companies with a focus on novel therapeutics
for unmet medical needs.
Investor Contact
Okapi Partners LLC
Bruce H. Goldfarb / Lydia Mulyk, 212-297-0720
info@okapipartners.com
Media Contact
Sloane & Company
Dan Zacchei / Joe Germani, 212-486-9500
dzacchei@sloanepr.com / jgermani@sloanepr.com
About the Proxy Solicitation
venBio Select Advisor LLC, Behzad Aghazadeh, Scott
Canute, Peter Barton Hutt and Khalid Islam (collectively, the “Participants”) intend to file 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 stockholders of Immunomedics, Inc. (the “Company”). All stockholders of the
Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants
when they become available, as they will contain important information, including additional information related to the Participants.
The definitive proxy statement and an accompanying proxy card will be furnished to some or all of the Company’s stockholders
and will be, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/ or from Okapi
Partners at 212-297-0720 or info@okapipartners.com.
Information about the Participants and a description
of their direct or indirect interests by security holdings is contained in the preliminary proxy statement on Schedule
14A filed by the Participants with the SEC on November 16, 2016. This document is available free of charge from the sources
indicated above.
Warning Regarding Forward Looking
Statements
THIS PRESS RELEASE CONTAINS FORWARD
LOOKING STATEMENTS. FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY USE OF WORDS SUCH AS "OUTLOOK",
"BELIEVE", "INTEND", "EXPECT",
"POTENTIAL", "WILL", "MAY", "SHOULD", "ESTIMATE", "ANTICIPATE", AND
DERIVATIVES OR NEGATIVES OF SUCH WORDS OR SIMILAR WORDS. FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON PRESENT
BELIEFS OR EXPECTATIONS. HOWEVER, FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR
AS A RESULT OF VARIOUS RISKS, REASONS AND UNCERTAINTIES. EXCEPT AS REQUIRED BY LAW, VENBIO AND ITS AFFILIATES AND RELATED PERSONS
UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR
OTHERWISE.
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