Enzo Comments on Harbert’s Reaction to Providing Enzo Shareholders Additional Choices
January 30 2020 - 8:13AM
Business Wire
Enzo Biochem, Inc. (NYSE:ENZ) today commented on Harbert’s press
release in reaction to Enzo’s announcement that it is providing its
shareholders with additional choices:
“We are surprised by Harbert’s public comments yesterday in
reaction to our Tuesday announcement that we would welcome
Harbert’s two nominees onto the Board and provide shareholders the
choice to benefit from the added perspective and diversity of an
expanded Board. Harbert’s assertion that the Company’s additional
proposals to shareholders are “undermining the will of its
shareholders” is incorrect and inconsistent with our proposals.
Rather, we are making these proposals in response to specific
feedback from our shareholders. Moreover, the Board has not enacted
anything. It is providing shareholders the right to vote on these
proposals at our Annual Meeting, which is a choice that Harbert
clearly does not want our shareholders to have.
As we stated in our announcement, we have pursued a negotiated
resolution with Harbert. Our agreement with Harbert was to keep the
contents of our settlement discussions confidential. However, since
Harbert has disclosed and mischaracterized our interactions, we
believe it is necessary to correct the record. Our January 22
proposal offered to elect both of Harbert’s nominees to the Board.
It was met with a response from Harbert in which they made atypical
and unreasonable demands including: the position of Lead
Independent Director, the Chairmanships over two of the three board
committees, approval rights over additional directors and board
expansion as well as forced resignations of both Enzo nominees (one
immediate and one in a year). We offered Harbert the chance to
provide a more reasonable counterproposal and they declined. Our
inability to make progress in the negotiation, coupled with the
feedback we’ve received from shareholders, fueled our determination
to let shareholders decide the matter for themselves. Nevertheless,
immediately after we announced our proposals on Tuesday,
representatives of Enzo again reached out to Harbert to reengage in
settlement negotiations. Rather than responding in kind, Harbert
issued their press release.
Here are the facts:
- Our proposals to shareholders announced on Tuesday contemplate
that Harbert’s two nominees will be appointed to the Board
regardless of whether shareholders approve the expansion of the
Board
- Harbert’s statement that a seven person Board “would be
completely out of line with what is necessary for a company of this
size” is inconsistent with shareholder feedback we have received
requesting a more expanded and diverse Board
- Some shareholders, in addition to the Board, are concerned that
with Harbert obtaining 40% of the Board Harbert’s true intent is to
take control of the Company, which we believe is supported by
Harbert’s extreme demands in our settlement negotiation, the tone
of Harbert’s press release and its vehement objection to expanding
the size of the Board
- We remain willing to engage in a genuine negotiation with
Harbert. However, if a negotiated agreement with Harbert is not
possible, shareholders as a whole will ultimately decide on how to
constitute their Board.
Important Additional Information and
Where to Find It
Enzo Biochem, Inc. (the “Company”) has filed and mailed to
shareholders a definitive proxy statement and proxy supplement on
Schedule 14A and accompanying WHITE proxy card with the Securities and
Exchange Commission (the “SEC”) in connection with the solicitation
of proxies from the Company’s shareholders with respect to its 2019
Annual Meeting of Shareholders. The Company intends to file and
mail to shareholders a new proxy supplement and new GOLD proxy card Shareholders are strongly
encouraged to read the Company’s proxy statement, proxy
supplements, accompanying GOLD
proxy card and all other documents filed with the SEC as they
become available carefully and in their entirety as they contain
important information.
Certain Information Regarding
Participants to the Solicitation
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from shareholders
in connection with the Company’s 2019 Annual Meeting of
Shareholders. Information regarding the direct and indirect
interests, by security holdings or otherwise of the Company’s
participants is set forth in the Company’s definitive proxy
statement and proxy supplement for the 2019 Annual Meeting of
Shareholders filed with the SEC on December 5, 2019 and December
31, 2019, respectively. The Company’s definitive proxy statement
and proxy supplement can be found on the SEC’s website at
www.sec.gov or the Company’s website at
http://www.enzo.com/corporate/investor-information.
Forward-Looking
Statements
Except for historical information, the matters discussed in this
release may be considered "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements include declarations regarding the intent, belief
or current expectations of the Company and its management,
including those related to cash flow, gross margins, revenues, and
expenses which are dependent on a number of factors outside of the
control of the Company including, inter alia, the markets for the
Company’s products and services, costs of goods and services, other
expenses, government regulations, litigation, and general business
conditions. See Risk Factors in the Company’s Form 10-K for the
fiscal year ended July 31, 2019. Investors are cautioned that any
such forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties that
could materially affect actual results. The Company disclaims any
obligations to update any forward-looking statement as a result of
developments occurring after the date of this release.
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version on businesswire.com: https://www.businesswire.com/news/home/20200130005470/en/
Elliot Sloane ESPR LLC (917) 291-0833 Elliot.espr@gmail.com
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