Files Definitive Consent Revocation
Statement
Mails Letter to Stockholders Highlighting the
Path to Realizing the Full Value of Their MEI Investment
Urges Stockholders Not to be Misled by Anson
Advisors and Cable Car Capital and Not to Consent to Their
Agenda
MEI Pharma, Inc. (NASDAQ: MEIP) (the “Company”) today announced
that it has filed a definitive consent revocation statement with
the U.S. Securities and Exchange Commission (“SEC”) on October 17,
2023 in connection with the consent solicitation initiated by Anson
Advisors and Cable Car Capital to remove the entire MEI Board of
Directors.
MEI recommends that stockholders disregard any Anson and Cable
Car consent solicitation materials they may receive and protect
their investment in MEI by signing and returning the Company’s GOLD
consent revocation card, which they will soon receive by mail.
In connection with the filling, MEI today mailed the following
letter to stockholders:
Dear MEI Stockholders,
I am personally reaching out so you can hear
directly from me about where MEI stands today, the opportunity
ahead of us and what it can mean for our stockholders and for
patients.
Firstly, our driving purpose and mission are
clear: to improve outcomes for patients with cancer through our
efforts to develop novel, best-in-class therapies. By doing so, we
can potentially deliver improved therapeutic options to patients
and create the most value for stockholders.
I’ve worked in the life sciences industry for
more than 20 years, and I’ve learned that it is critical for
companies to assess their drug development efforts with a very high
bar in order to ensure effective risk management and sound capital
allocation decisions. Programs on the path toward FDA approval need
to be based on a strong scientific thesis, demonstrate meaningful
and actionable data at every phase of development, address a clear
medical need among patients and present an appropriate commercial
opportunity. In addition, the decision to invest further time and
money in a program needs to be carefully re-evaluated at every step
of the way.
One of the reasons I took on the role of CEO
at MEI is I know that the Company’s Board of Directors has the same
high standards and willingness to regularly re-evaluate our
programs and our capital allocation priorities.
Today, MEI is advancing two promising
clinical-stage programs, voruciclib and ME-344, which have met or
exceeded our very high standards to date. Both programs are
supported by nonclinical and early clinical data showing potential
anti-tumor activity and mechanistic proof-of-concept for the
combinations being evaluated, and if successful, would meet
important medical needs among patients with a variety of cancers,
presenting meaningful commercial opportunities. Importantly, both
programs have generated strong engagement among our clinical
investigators.
Our Board is closely monitoring the progress
of these programs and regularly evaluates our capital allocation
priorities to ensure we are maximizing our capacity to deliver the
highest stockholder returns. In light of the data we’ve seen to
date, our Board believes that pursuing these programs and
generating the data from our ongoing clinical studies – which is
anticipated in the first half of 2024 – represents the greatest
opportunity to create stockholder value. At the same time, the
Board is fully committed to the view that if the data does not meet
our high standards, we will re-evaluate the continuation of each
program and our capital allocation priorities.
I strongly believe that this prudent
approach of waiting to “turn over the cards” before making a
decision – to stay the course or chart a new one – is the best path
forward for stockholders in order to realize the full potential of
their MEI investment.
Unfortunately, a group led by the hedge funds
Anson Advisors Inc. and Cable Car Capital LLC is seeking to deprive
stockholders of that opportunity. They are pursuing a single,
self-interested agenda: to take control of the Company and
obtain MEI’s cash without paying a premium to stockholders. In
doing so, they give no consideration to the opportunity cost to
MEI’s development programs, other MEI stockholders or the patients
the investigative drug candidates would potentially save.
To achieve their goals, Anson and Cable Car
previously attempted to acquire the Company through a low-ball
offer that a leading proxy advisor firm described as
“opportunistic.” They have now initiated a series of consent
solicitations to remove the entire MEI Board and have started a
proxy fight to add their director nominees to the Board. If they
are successful, they would achieve their goal in taking control of
the Company without paying a premium to all stockholders to do so.
As part of the consent solicitation, Anson and Cable Car have
included a proposal recommending that the Company be stripped of
its cash, prior to having the opportunity to fully evaluate the
near-term expected data in each of our development programs,
through an immediate distribution to stockholders.
In an effort to find a resolution that would
enable us to avoid a costly and distracting public fight, our Board
has presented what we believe is a reasonable settlement offer that
would be in the interest of MEI stockholders – an offer that Anson
and Cable Car have rejected. Instead, Anson and Cable Car have
insisted on pursuing immediate cash distributions that would be
tantamount to a liquidation of the Company, leaving MEI unable to
obtain the near-term clinical data expected to enable the Company
and the Board to properly evaluate our programs and pursue
appropriate value realization opportunities.
Do not be misled by the solicitations made by
these short-term, opportunistic hedge funds. They are seeking the
Company’s cash now in a manner that will impact potential value for
all stockholders, as well as cripple our governance and prevent our
programs from reaching near-term value inflections points.
We encourage you to protect your investment
in MEI and your ability to realize the value of our promising
programs by signing and returning MEI’s GOLD Consent Revocation
Card and disregarding any consent solicitation materials you
receive from Anson and Cable Car.
We appreciate your support and look forward
to providing updates as our programs advance toward important
potential value-creation inflection points in the coming
months.
Sincerely, David Urso, CEO, MEI Pharma
Stockholders who have any questions or need assistance executing
their revocation, please contact Alliance Advisors, MEI’s proxy
solicitor.
Alliance Advisors, LLC 200 Broadacres
Drive, 3rd Floor Bloomfield, NJ 07003 +1 (888) 511-2635 Email:
MEIP@allianceadvisors.com
About MEI Pharma
MEI Pharma, Inc. (Nasdaq: MEIP) is a clinical-stage
pharmaceutical company committed to developing novel and
differentiated cancer therapies. We build our pipeline by acquiring
promising cancer agents and creating value in programs through
development, strategic partnerships, out-licensing and
commercialization, as appropriate. Our approach to oncology drug
development is to evaluate our drug candidates in combinations with
standard-of-care therapies to overcome known resistance mechanisms
and address clear medical needs to provide improved patient
benefit. The drug candidate pipeline includes voruciclib, an oral
cyclin-dependent kinase 9 (“CDK9”) inhibitor, and ME-344, an
intravenous small molecule mitochondrial inhibitor targeting the
oxidative phosphorylation pathway. For more information, please
visit www.meipharma.com. Follow us on X (formerly Twitter)
@MEI_Pharma and on LinkedIn.
Important Information and Where to Find It:
This statement is neither a solicitation of a proxy or consent
nor a substitute for any proxy statement or other filings that may
be made with the Securities and Exchange Commission (the “SEC”).
Nonetheless, the Company, its directors and/or its director
nominees and certain of its executive officers and employees may be
deemed to be participants in the solicitation of revocations of
consents relating to (i) the efforts of Cable Car Capital LLC
(“Cable Car Capital” and, together with its affiliates, “Cable
Car”), Anson Advisors Inc. (“Anson Advisors” and, together with its
affiliates, “Anson”) and certain other participants to solicit
consents for the removal of all members of the Company’s Board, or
(ii) proxies from the Company’s stockholders in connection with the
fiscal year 2024 Annual Meeting. The Company plans to file with the
SEC (i) a consent revocation statement in connection with the
solicitation of consents to remove the members of the Board (the
“Consent Revocation Statement”) and (ii) a proxy statement in
connection with the solicitation of proxies for the fiscal year
2024 Annual Meeting (the “Fiscal 2024 Proxy Statement”).
STOCKHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT
AND THE FISCAL 2024 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.
Additional information regarding the identity of these potential
participants and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Consent Revocation
Statement or Fiscal 2024 Proxy Statement and other materials to be
filed with the SEC in connection with the consent solicitation or
the fiscal year 2024 Annual Meeting. Such information can also be
found in the Company’s definitive proxy statement for the fiscal
year 2023 Annual Meeting of Stockholders, filed with the SEC on
October 27, 2022, the Company’s Annual Report on Form 10-K for the
fiscal year ended June 30, 2023, filed with the SEC on September
26, 2023, and in the Company’s Current Reports on Form 8-K filed
with the SEC from time to time. To the extent holdings of the
Company’s securities have changed since the amounts shown in the
definitive proxy statement for the fiscal year 2023 Annual Meeting
of Stockholders, such changes have been or will be reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4 filed with the SEC. Updated
information regarding the identities of potential participants and
their direct or indirect interests, by security holdings or
otherwise, in the Company will be set forth in the Fiscal 2024
Proxy Statement and other relevant documents to be filed with the
SEC, if and when they become available. Stockholders will be able
to obtain, free of charge, copies of the Consent Revocation
Statement and the Fiscal 2024 Proxy Statement (including any
amendments or supplements thereto) and any other documents filed by
the Company with the SEC in connection with the consent
solicitation or the Fiscal 2024 Annual Meeting at the SEC’s website
(www.sec.gov) or the Company’s investor website at
https://www.meipharma.com/investors.
Forward-Looking
Statements
Certain information contained in this press release that are not
historical in nature are “forward-looking statements” within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 including, without limitation,
statements regarding: the potential, safety, efficacy, and
regulatory and clinical progress of our product candidates,
including the anticipated timing for initiation of clinical trials
and release of clinical trial data and our expectations surrounding
potential regulatory submissions, approvals and timing thereof, our
business strategy and plans; the sufficiency of our cash, cash
equivalents and short-term investments to fund our operations. You
should be aware that our actual results could differ materially
from those contained in the forward-looking statements, which are
based on management’s current expectations and are subject to a
number of risks and uncertainties, including, but not limited to
our failure to successfully commercialize our product candidates;
the availability or appropriateness of utilizing the FDA’s
accelerated approval pathway for our product candidates; final data
from our pre-clinical studies and completed clinical trials may
differ materially from reported interim data from ongoing studies
and trials; costs and delays in the development and/ or FDA
approval, or the failure to obtain such approval, of our product
candidates; uncertainties or differences in interpretation in
clinical trial results; uncertainty regarding the impact of rising
inflation and the increase in interest rates as a result; potential
economic downturn; activist investors; our inability to maintain or
enter into, and the risks resulting from, our dependence upon
collaboration or contractual arrangements necessary for the
development, manufacture, commercialization, marketing, sales and
distribution of any products; competitive factors; our inability to
protect our patents or proprietary rights and obtain necessary
rights to third party patents and intellectual property to operate
our business; our inability to operate our business without
infringing the patents and proprietary rights of others; general
economic conditions; the failure of any products to gain market
acceptance; our inability to obtain any additional required
financing; technological changes; government regulation; changes in
industry practice; and one-time events. We do not intend to update
any of these factors or to publicly announce the results of any
revisions to these forward-looking statements. Under U.S. law, a
new drug cannot be marketed until it has been investigated in
clinical studies and approved by the FDA as being safe and
effective for the intended use.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231017933379/en/
David A. Walsey 858-369-7104 investor@meipharma.com
Joele Frank, Wilkinson Brimmer Katcher Dan Katcher / Aaron
Palash 212-355-4449 MEIP-jf@joelefrank.com
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