Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX) (“Progenics” or the
“Company”), an oncology company developing innovative targeted
medicines and artificial intelligence to find, fight and follow
cancer, is mailing a letter to shareholders in connection with its
upcoming 2019 Annual Meeting (“Annual Meeting”) scheduled for July
11, 2019. Shareholders of record as of the close of business on May
13, 2019 are eligible to vote at the Annual Meeting.
The letter details the Company’s first commercial sale of
AZEDRA, the skills and experience of its Board of Directors and why
the directors Velan Capital, L.P. is targeting are critical to the
Company’s success.
The Progenics Board of Directors unanimously recommends that
shareholders vote “FOR” all of Progenics’ highly qualified and
engaged directors on the WHITE proxy card today.
The full text of the letter follows:
ACT TODAY - VOTE THE WHITE PROXY
CARDFOR ALL PROGENICS’ HIGHLY QUALIFIED &
EXPERIENCED DIRECTOR CANDIDATES
June 13, 2019
Dear Fellow Shareholder:
At our 2019 Annual Meeting of Shareholders, scheduled
for July 11, 2019, you will be asked to make an important decision
regarding your support of your Board and the future of your
investment in Progenics. We believe shareholders should be
concerned that Velan Capital, L.P., an investment firm, is
attempting to derail our significant progress and ultimately gain
control of your Board.
The Progenics Board and management team continue to make
significant progress toward enhancing the value of your investment.
We are working tirelessly to advance our pipeline and make a
difference in the lives of patients.
PROGENICS’ AZEDRA HAS RECENTLY RECORDED
THE DRUG’S FIRST COMMERCIAL SALE FOLLOWING SUCCESSFUL NAVIGATION OF
A COMPLEX ONBOARDING PROCESS
As an ultra-orphan radiopharmaceutical with a small patient
population, AZEDRA’s onboarding process has significantly more
complexities than other oncology therapies with larger indications
or that do not include radioactive ingredients. Because of these
specific attributes, AZEDRA has a unique manufacturing,
distribution and administration process that requires close
coordination between the manufacturing facility, the hospital and
the patient to ensure successful drug administration within a short
timeframe.
Since FDA approval of AZEDRA, Progenics has mastered
this complex commercialization process, and the Company recorded
its first commercial sale of AZEDRA on June 5, 2019. Both
of these accomplishments created excellent value for you, our
fellow shareholders.
The CEO of Novartis emphasized the importance of these
commercial capabilities in the radiopharmaceutical space, saying,
“You need big-time capabilities in managing nuclear materials and
complex supply chain[s]” – Novartis CEO, Vasant Narasimhan, JP
Morgan 2019 Healthcare Conference.
Novartis has invested many billions of dollars to acquire assets
in the prostate cancer and neuroendocrine tumor radiopharmaceutical
spaces that are quite similar to Progenics’ products. By building
these nuclear materials handling and supply chain capabilities,
Progenics has created assets that major pharmaceutical companies
such as Novartis and our partner Bayer consider valuable,
demonstrating the value inherent in our assets.
THE PROGENICS BOARD HAS THE EXPERIENCE
NECESSARY TO SUCCESSFULLY OVERSEE THE CONTINUED COMMERCIALIZATION
OF AZEDRA AND THE COMPANY’S PIPELINE OF OTHER
RADIOPHARMACEUTICALS
We strongly believe the Progenics Board has the right mix of
skills and experience to effectively guide the Company to long-term
success.
We are mindful that the composition of our Board must include
skill sets and experience that will enable us to continue to
develop and commercialize our pipeline and ultimately drive value
for our shareholders. This is why your Board remains open to
considering and adding new directors that will enhance the Board
and assist Progenics in surpassing commercialization milestones and
creating overall value for all Progenics stakeholders. We welcome
feedback from our shareholders, including Velan, as we continue our
focus on Board composition.
OUR THREE DIRECTORS TARGETED BY VELAN
BRING INDISPENSABLE EXPERIENCE, WHICH IS CRITICAL TO THE COMPANY’S
CONTINUED SUCCESS
Messrs. Baker, Crowley and Kishbauch have invaluable experience
across the healthcare industry that we believe your Company needs
to continue its strong momentum. These directors have been critical
to the reorientation of Progenics’ pipeline, its focus on oncology
and acquisition of deeply discounted assets from Molecular Insight
Pharmaceuticals, Inc. Removing these indispensable directors would,
in our view, harm Progenics’ progress. The fact that Velan has
targeted these particular directors highlights its lack of judgment
as well as its inability, in our opinion, to comprehend our
business and industry.
Mr. Baker is a recognized corporate leader in the
radiopharmaceutical, prostate cancer and neuroendocrine tumor
fields. He has served as CEO of Progenics since 2011. His decision
to focus Progenics in oncology, his actions to build our pipeline
and his vision of the future of radiopharmaceutical theranostics
are fundamental to our success. He was responsible for the RELISTOR
program and licensed it to Wyeth and Bausch Health generating
approximately $500 million of revenue to date for the owners of
Progenics.
Mr. Crowley has been a leading healthcare investment banker and
financier for more than 30 years. He was head of Healthcare
Investment Banking at Oppenheimer/CIBC, one of the leading biotech
investment banking firms, for 15 years. He advised numerous
biotechnology, pharmaceutical, medical device, oncology and
healthcare services companies and guided them through complex
financing transactions, public and private. He is currently an
advisory partner at Windrose Health Investors, where his work
focuses on making investments for funds with over $1.4 billion in
assets in pharmaceutical businesses.
Mr. Crowley has served as chairman of the board for numerous
companies in the healthcare space, including Progenics, Medical
Knowledge (an analytics driven marketing services company),
Celerion (a contract research company), Lykan (a cell and gene
therapy contract manufacturer), Woodbury Health Products (a urology
company), and AnaBios (a contract research company). He guided
several of these companies to successful exits for their
investors.
At Progenics, Mr. Crowley has been instrumental in focusing the
Company’s pipeline in the oncology space and in driving the
management team to successfully execute the Company’s strategy. His
finance and transactional background has been invaluable in the
execution of the Company’s financing and business acquisition
strategy and has been an important contributor to the Board’s
periodic evaluations of financial and strategic options in order to
successfully commercialize the Company’s pipeline.
Mr. Kishbauch’s strong track record of successful pharmaceutical
commercialization makes him essential to the commercial launch of
AZEDRA. Most recently, he was President/CEO of Achillion
Pharmaceuticals, where he oversaw a significant turnaround and
entered into transformative partnerships with Gilead Sciences and
Johnson & Johnson. He was the Head of U.S. Product Marketing at
CIBA/Novartis, where he led two highly successful product launches
-- Voltaren (diclofenac) and Habitrol (nicotine patch). He later
established what was to become Novartis' Oncology Field Force,
helping to launch its first product, Aredia (pamidronate), and
paving the way for this commercial organization to launch numerous
notable oncology products.
He is the former President/COO at MedImmune, where he built the
company's commercial organization leading to launches of CytoGam,
RespiGam and Synagis. Additionally, he founded and is the former
President and CEO of OraPharma, which he took public in 2000 and
successfully sold to Johnson & Johnson in 2003 for a 63 percent
premium. While there, he built the company’s commercial
organization into the preeminent oral health pharmaceutical field
force in the industry and launched the company’s lead product,
Arestin, which was the first $100 million product in dental
pharmaceuticals that remains one of the largest in the field today.
Over the course of his career, he has served as a director on seven
public company boards.
At Progenics, Mr. Kishbauch is Chair of the Nominating and
Corporate Governance Committee. In this role, he has continued his
track record of espousing best-in-class governance practices and
welcoming shareholder input. This includes stewarding the Board’s
implementation of lower thresholds for shareholders to call special
meetings and the adoption of proxy access. Mr. Kishbauch’s vast
pharmaceutical and commercialization experience also continues to
be invaluable to the Company, and particularly integral to the
AZEDRA commercialization process.
VOTE THE ENCLOSED WHITE PROXY CARD “FOR”
ALL OF PROGENICS’ QUALIFIED DIRECTOR
NOMINEES
Together with our management team, our Board is integral to the
successful development and execution of our strategic business
plan, which has now delivered our first commercial sale of AZEDRA.
We strongly believe that we have the right Board and strategy in
place to shape the future of Progenics as we continue to build
value for you and our fellow shareholders.
We strongly urge you vote on the WHITE proxy
card and “FOR” all Progenics’ nominees at the
upcoming 2019 Annual Meeting.
Sincerely,
The Progenics Board of Directors
About PROGENICS Progenics is an oncology
company focused on the development and commercialization of
innovative targeted medicines and artificial intelligence to find,
fight and follow cancer, including: therapeutic agents designed to
treat cancer (AZEDRA®, 1095, and PSMA TTC); prostate-specific
membrane antigen (“PSMA”) targeted imaging agent for prostate
cancer (PyL™); and imaging analysis technology (aBSI and PSMA AI).
Progenics has two commercial products, AZEDRA, for the treatment of
patients with unresectable, locally advanced or metastatic
pheochromocytoma or paraganglioma (rare neuroendocrine tumors of
neural crest origin) who require systemic anticancer therapy; and
RELISTOR® (methylnaltrexone bromide) for the treatment of
opioid-induced constipation, which is partnered with Bausch Health
Companies Inc.
Forward Looking Statements
This letter contains projections and
other “forward-looking statements” regarding future events.
Statements contained in this communication that refer to Progenics’
estimated or anticipated future results or other non-historical
facts are forward-looking statements that reflect Progenics’
current perspective of existing trends and information as of the
date of this communication and include statements regarding
Progenics’ strategic and operational plans and delivering value for
shareholders. Forward looking statements generally will be
accompanied by words such as “anticipate,” “believe,” “plan,”
“could,” “should,” “estimate,” “expect,” “forecast,” “outlook,”
“guidance,” “intend,” “may,” “might,” “will,” “possible,”
“potential,” “predict,” “project,” or other similar words, phrases
or expressions. Such statements are predictions only, and are
subject to risks and uncertainties that could cause actual events
or results to differ materially. These risks and uncertainties
include, among others, the costs and management distraction
attendant to a proxy contest; market acceptance for approved
products; the risk that the commercial launch of AZEDRA may not
meet revenue and income expectations; the cost, timing and
unpredictability of results of clinical trials and other
development activities and collaborations; the unpredictability of
the duration and results of regulatory review of New Drug
Applications (NDA) and Investigational NDAs; the inherent
uncertainty of outcomes in the intellectual property disputes such
as the dispute with the University of Heidelberg regarding
PSMA-617; our ability to successfully develop and commercialize
products that incorporate licensed intellectual property; the
effectiveness of the efforts of our partners to market and sell
products on which we collaborate and the royalty revenue generated
thereby; generic and other competition; the possible impairment of,
inability to obtain and costs of obtaining intellectual property
rights; possible product safety or efficacy concerns, general
business, financial, regulatory and accounting matters, litigation
and other risks. More information concerning Progenics and such
risks and uncertainties is available on its website, and in its
press releases and reports it files with the Securities and
Exchange Commission (the “SEC”), including those risk factors
included in its Annual Report on Form 10-K for the year ended
December 31, 2018, as updated in its subsequent Quarterly Reports
on Form 10-Q. Progenics is providing the information in this letter
as of its date and, except as expressly required by law, Progenics
disclaims any intent or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or circumstances or otherwise.
Additional information concerning Progenics and its business may
be available in press releases or other public announcements and
public filings made after this letter. For more information, please
visit www.progenics.com. Information on or accessed through our
website or social media sites is not included in the company’s SEC
filings.
Important Additional Information and Where to Find
It Progenics has filed a definitive proxy statement and
accompanying WHITE proxy card with the
SEC in connection with the solicitation of proxies for its 2019
Annual Meeting of Shareholders. Progenics’
shareholders are strongly encouraged to read the definitive proxy
statement (including any amendments or supplements thereto) and the
accompanying WHITE proxy card because they contain important
information. Shareholders may obtain copies of Progenics’
2019 proxy statement, any amendments or supplements to the proxy
statement, and other documents filed by Progenics with the SEC in
connection with its 2019 Annual Meeting of Shareholders when they
become available and for no charge at the SEC’s website at
www.sec.gov. Copies will also be available for no charge in the
Investors section of Progenics’ website at www.progenics.com.
Certain Information Regarding Participants
Progenics, its directors, executive officers and certain employees
may be deemed participants in the solicitation of proxies from
shareholders in connection with Progenics’ 2019 Annual Meeting of
Shareholders. Information regarding these participants, including
their respective direct or indirect interests by security holdings
or otherwise, is set forth in the definitive proxy statement for
Progenics’ 2019 Annual Meeting of Shareholders, which can be
obtained free of charge from the sources indicated above.
Investor Contact Melissa Downs Investor
Relations (646) 975-2533 mdowns@progenics.com
Additional Investor Contact Bob Marese / David
Whissel MacKenzie Partners, Inc. (212) 929-5500
Media Contact Michael Freitag / James Golden /
Clayton Erwin Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
A photo accompanying this announcement is available
at https://www.globenewswire.com/NewsRoom/AttachmentNg/d1c94052-1d62-4e8a-b8dc-c44b40afc15b
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