Alerts Stockholders to OncoSec’s Latest
Effort to Transfer Control to China Grand at Stockholders’
Expense
Court Denies OncoSec’s Motion to Dismiss
Stockholder Class Action
OncoSec Will Have to Produce the Books and
Records Demanded by Alpha
Alpha Holdings, Inc. (KOSDAQ: 117670) (“Alpha Holdings”), the
largest stockholder of OncoSec Medical Incorporated (NASDAQ: ONCS)
(“OncoSec” or the “Company”), with an approximate 15.1% ownership
stake, today announced that the Eighth Judicial District Court in
Clark County, Nevada, has denied, in their entirety, the OncoSec1
and China Grand2 defendants’ motions to dismiss the pending class
action lawsuit filed by Alpha Holdings on behalf of all OncoSec
stockholders. The Court also directed OncoSec to produce the
stockholder lists demanded by Alpha Holdings, including the list of
non-objecting beneficial owners.
At a hearing on November 25, 2019, the Court rejected the
OncoSec defendants’ request to dismiss the case on the basis that
Alpha Holdings had failed to state a viable claim under Nevada law,
indicating that the case will proceed to the merits on Alpha
Holdings’ breach of fiduciary duty and disclosure claims. The Court
also rejected the China Grand defendants’ request to dismiss the
case for lack of personal jurisdiction, indicating that Alpha
Holdings had pled viable aiding and abetting breach of fiduciary
duty claims against the China Grand defendants.
Commenting on the decision, Alpha Holdings stated: “We are
gratified by the Court’s decision, which allows our claims to
proceed to the merits. In addition, now that OncoSec has been
ordered to provide the record and beneficial stockholder
information to which we are entitled, we look forward to proceeding
with our opposition to the highly unfavorable China Grand Takeover
Proposal.”
Alerts Stockholders to OncoSec’s Cynical Attempt to Push
Through China Grand Deal
On November 26, 2019, one day after its arguments were rejected
by the District Court, OncoSec disclosed an Amendment to the China
Grand Takeover Proposal that results in lowering the shareholder
vote standard necessary to approve the sale of shares to China
Grand and Sirtex. OncoSec’s previous proxy statement sought
shareholder approval for three linked proposals that would have
effectively required a majority of all stockholders to approve the
China Grand Takeover Proposal. As a result of the amendments,
instead of requiring a majority of all stockholders to vote in
favor, the new standard would require only a majority of votes
actually cast at the upcoming Special Meeting of Stockholders.
Commenting on the Amendment, Alpha Holdings stated, “Selling
control of a company is the most important decision a Board can
make and should require a majority of stockholders to approve it.
We believe this Board wants to lower the threshold for approval
because it is not confident that a majority of stockholders will
approve a transaction as unfavorable as this one. Tellingly,
OncoSec did not even issue a press release on this change, which we
believe is a blatant attempt to push through a deal that benefits a
select few at the expense of most OncoSec Stockholders.”
OncoSec has agreed that it will not hold the Special Meeting of
Stockholders until January 15, 2020 at the earliest, and the Court
further indicated that it would schedule an evidentiary hearing on
Alpha Holdings’ disclosure claims. All parties to the lawsuit have
agreed to a hearing on Alpha Holdings’ motions for a preliminary
injunction blocking a stockholder vote on the China Grand Takeover
Proposal. The hearing will occur before any vote on the proposed
transaction, and the parties are currently in discussions regarding
scheduling for the hearing.
To view Alpha Holdings’ Class Action complaint, click here.
Alpha Holdings’ preliminary proxy statement has been filed with
the U.S. Securities and Exchange Commission. Stockholders need take
no action at this time.
About Alpha Holdings, Inc.
Alpha Holdings, Inc. is a top-ranked Korean company engaged in
the design-development service and manufacturing of system
semiconductors, biotechnologies and thermal compound materials. The
company, formerly known as Alpha Chips Corp., is headquartered in
Seongnam, South Korea and was founded in 2002. Alpha is listed on
the KOSDAQ Market.
Forward-Looking Statements
All statements contained in this press release that are not
clearly historical in nature or that necessarily depend on future
events are "forward-looking statements," which are not guarantees
of future performance or results, and the words "anticipate,"
"believe," "expect," "potential," "could," "opportunity,"
"estimate," "plan," and similar expressions are generally intended
to identify forward-looking statements. The projected results and
statements contained in this press release that are not historical
facts are based on current expectations, speak only as of the date
of this press release and involve risks that may cause the actual
results to be materially different. In light of the significant
uncertainties inherent in the forward-looking statements, the
inclusion of such information should not be regarded as a
representation as to future results. Alpha Holdings disclaims any
obligation to update the information herein and reserves the right
to change any of its opinions expressed herein at any time as it
deems appropriate. Alpha Holdings has not sought or obtained
consent from any third party to use any statements or information
indicated herein as having been obtained or derived from statements
made or published by third parties.
Additional Information and Where to Find It
ALPHA HOLDINGS, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, ALPHA
BIOLABS, INC. (TOGETHER, THE “PARTICIPANTS”) ARE PARTICIPANTS IN A
PROXY CONTEST WITH RESPECT TO THE PROPOSED SPECIAL MEETING OF
STOCKHOLDERS OF ONCOSEC MEDICAL INC. (THE “COMPANY”) TO APPROVE THE
PROPOSED TRANSACTION BETWEEN THE COMPANY, GRAND DECADE DEVELOPMENTS
LIMITED, A WHOLLY OWNED SUBSIDIARY OF CHINA GRAND PHARMACEUTICAL
AND HEALTHCARE HOLDINGS LIMITED (“CGP”), AND SIRTEX MEDICAL US
HOLDINGS, INC., AN AFFILIATE OF CGP. THE PARTICIPANTS INTEND TO
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A
DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF BLUE PROXY CARD
TO BE USED IN CONNECTION WITH THE PARTICIPANTS’ SOLICITATION OF
PROXIES FROM THE STOCKHOLDERS OF THE COMPANY. ALL STOCKHOLDERS OF
THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN
COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING BLUE
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’S WEBSITE AT HTTP://WWW.SEC.GOV/.
IN ADDITION, OKAPI PARTNERS LLC, THE PROXY SOLICITOR OF THE
PARTICIPANTS, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT
AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING
(212) 297-0720.
_________________________________
1 The “OncoSec Defendants” are Daniel O’Connor, Avtar Dhillon,
Punit Dhillon, James DeMesa, Robert Ward, Margaret Dalesandro, and
OncoSec Medical Incorporated.
2 The “China Grand Defendants” are Sirtex Medical US Holdings,
Inc. and Grand Decade Developments Limited, both of which are
controlled by nonparty China Grand Pharmaceutical and Healthcare
Holdings Limited.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191127005390/en/
Investors Bruce Goldfarb / Chuck Garske / Teresa Huang
Okapi Partners + 1 (212) 297-0720
Media Renée Soto / Hugh Burns / Nicholas Leasure
Reevemark + 1 (212) 433-4600
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