Bradley L. Radoff Issues Letter to the Independent Directors of Enzo Biochem Regarding Their Unwillingness to Acknowledge or Address Unprecedented Shareholder Unrest
October 25 2021 - 8:00AM
Business Wire
Expresses Disappointment with Independent
Directors’ Hollow and Tone-Deaf Response to a Top 5 Shareholder’s
Articulated Concerns and Offer to Pursue a Cooperation
Agreement
Questions Whether Recently-Appointed
Directors Dr. Mary Tagliaferri and Dr. Ian B. Walters are Cognizant
of Their Fiduciary Duties and Truly Independent
Rejects Caveated and Disingenuous Offer to
Participate in a Seemingly Sham Process for Interviewing New
Director Candidates
Bradley L. Radoff, who together with his affiliates holds
approximately 7.5% of the outstanding common shares of Enzo
Biochem, Inc. (NYSE: ENZ) ("Enzo" or the "Company"), today issued
the following open letter to the independent members of the
Company’s Board of Directors (the “Board”):
Independent Directors,
I am writing to address your seemingly hollow and tone-deaf
response to my October 19th letter to recently-appointed directors
Dr. Mary Tagliaferri and Dr. Ian B. Walters. As you know, my letter
raised a number of substantive concerns pertaining to the Company’s
corporate governance, long-term underperformance and strategy. Your
unwillingness to promptly address any of those concerns – over the
phone or in writing – speaks volumes about your collective lack of
respect for shareholders, including the astounding four 13D filers
in the Company’s investor base.
The Board’s reactionary invitation to interview my nominees –
without any acknowledgement that a shareholder-driven director
refresh is needed – is an insufficient response to my letter, and
suggests you are simply trying to run a sham process. The caveats
included in the invitation – which does not even concede the
validity of our nominations – are also indicative of the Company’s
long-standing disregard for sound governance and shareholder
rights. I will not participate in a check-the-box exercise being
carried out by so-called independent directors who are yet to
acknowledge or address the unprecedented shareholder unrest at
Enzo.
Here is what else I gleaned, when reading between the lines,
from last week’s highly-scripted e-mail response sent by Dr.
Tagliaferri:
- The Board is either unable or unwilling to have commercial
conversations with shareholders about the Company’s
underperformance and questionable process for identifying a new
Chief Executive Officer.
- The Board has no interest in ending – or even acknowledging,
for that matter – the value-destructive chairmanship of Dr. Elazar
Rabbani.
- The Board has no interest in providing shareholders with a
transparent update on its months-long strategic review.
- The Board has no interest in engaging with large
shareholders, such as myself, on a credible and genuine refresh
process.
- The Board has no interest in giving my nominees a full and
fair assessment for Board service.
- The Board is alarmingly comfortable wasting shareholders’
capital on high-priced advisors, including legal counsel that has
previously aided Dr. Rabbani in his efforts to entrench
himself.
While I held out hope that Dr. Tagliaferri and Dr. Walters were
truly independent directors with an understanding of their
fiduciary duties, I fear that they have been corrupted by the
anti-shareholder culture that has persisted in Enzo’s boardroom for
far too long. I have a hard time believing Dr. Tagliaferri even
wrote her own e-mails to me when phrases like this were
included:
“This invitation to review your credentials as well as those of
your candidate and have a meeting with the Nominations Committee
is not an admission nor an acknowledgement that any Notice
purportedly sent by you to Enzo, in connection with submission of
nominee candidates, was valid or in compliance with Enzo's
Bylaws or any applicable law or regulation. Enzo reserves all
rights to challenge the validity of such Notice and its
purported compliance with Enzo's Bylaws, any rules or
regulations.”1
In my view, any director with a firm understanding of his or her
fiduciary duties to shareholders would not be sending an e-mail to
a major investor that implies a well-crafted nomination notice is
invalid (putting aside the fact it was submitted nearly a month ago
and no deficiencies have been alleged). I am shocked that Enzo’s
independent directors appear so willing to cede their
communications to outside counsel obviously beholden to Dr.
Rabbani.
In sum, I am deeply dismayed by your response to my good faith
attempt to open a productive and private dialogue. It seems you
feel your duties are owed to Dr. Rabbani rather than shareholders.
Your actions have forced me to proceed with an election contest
that I had hoped to avert. I will now focus on investing my own
capital, energy and time in a campaign to elect truly independent
directors committed to representing the best interests of
shareholders, not those of Dr. Rabbani.
If you ultimately decide to stop fighting the growing tide of
shareholder unrest at Enzo, I will be happy to reengage and pursue
a settlement framework that refreshes the Board with
highly-qualified, independent individuals.
Sincerely, Bradley L. Radoff
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Bradley L. Radoff, together with the other participants named
herein (collectively, the “Radoff Group”), intends to file a
preliminary proxy statement and accompanying WHITE proxy card with
the Securities and Exchange Commission (“SEC”) to be used to
solicit votes for the election of its slate of highly qualified
director nominees at the 2021 annual meeting of shareholders of
Enzo Biochem, Inc., a New York corporation (the “Company”).
THE RADOFF GROUP STRONGLY ADVISES ALL SHAREHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON
THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the proxy solicitation are anticipated to be
The Radoff Family Foundation, a Texas non-profit corporation
(“Radoff Foundation”), Bradley L. Radoff and Lorrie A. Carr.
As of the date hereof, Radoff Foundations directly beneficially
owns 400,000 shares of common stock, par value $0.01 per share, of
the Company (“Common Stock”). As of the date hereof, Mr. Radoff
directly beneficially owns 3,251,956 shares of Common Stock. Mr.
Radoff, as a director of Radoff Foundation, may be deemed to
beneficially own the 400,000 shares of Common Stock owned by Radoff
Foundation, which, together with the 3,251,956 shares of Common
Stock he directly owns, constitutes an aggregate of 3,651,956
shares of Common Stock beneficially owned by Mr. Radoff. As of the
date hereof, Ms. Carr does not beneficially own any shares of
Common Stock.
1 E-mail from Dr. Tagliaferri to Mr. Radoff, dated October 20,
2021. Emphasis added in this letter by Mr. Radoff.
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version on businesswire.com: https://www.businesswire.com/news/home/20211025005289/en/
For Shareholders:
Saratoga Proxy Consulting John Ferguson, 212-257-1311
jferguson@saratogaproxy.com
For Media:
MKA Greg Marose / Bela Kirpalani, 646-386-0091
gmarose@mkacomms.com / bkirpalani@mkacomms.com
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