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Glass Lewis Recommends Stockholders Vote on GREEN Consent Card for Velan Nominees to Constitute Majority of Progenics Board

November 4, 2019 GMT


Velan Capital, L.P. (together with the other members of its group, “Velan” or “we”), one of the largest stockholders of Progenics Pharmaceuticals, Inc. (“Progenics” or the “Company”) (NASDAQ:PGNX), comprised of successful specialty pharmaceutical operators and financial services experts, today announced that a leading proxy advisory firm, Glass, Lewis & Co. (“Glass Lewis”), has recommended that stockholders vote on the GREEN consent card in support of Velan’s director nominees, Dr. Gérard Ber, Dr. Eric Ende, Heinz Mäusli and David Mims, to constitute a majority of the Progenics Board of Directors (the “Board”). Glass Lewis also recommended the removal of CEO Mark Baker and Dr. David Scheinberg from the Board.

Institutional Shareholder Services Inc. (“ISS”) also recently recommended stockholders support Velan’s case for change by voting on the GREEN consent card in support of director nominees Dr. Gérard Ber, Dr. Eric Ende and David Mims. Additionally, the third proxy advisory firm, Egan-Jones Proxy Services (“Egan Jones”), has recommended that stockholders vote for ALL Velan nominees on the GREEN consent card.

Bala Venkataraman, Managing Partner of Velan Capital, issued the following statement:

“We are pleased Glass Lewis agrees with us that a majority of the Progenics Board must be refreshed. In our view, a clear mandate for change now exists – with all three proxy advisory firms, including Glass Lewis, ISS and Egan Jones, supporting our case for change at the Company.

We strongly agree with Glass Lewis that the “questionable termination fee” should not cause investors to “withhold majority board turnover” given the need for “knowledgeable, experienced directors with a plan to review both Progenics’ stand-alone alternatives and the company’s executed agreement with Lantheus” – with Velan’s nominees, investors will have new directors equipped to evaluate the current Lantheus transaction and also implement a plan to save Progenics should the transaction not come to fruition.

Our five fully-independent, highly-qualified nominees – including Ann MacDougall, a highly-skilled executive who can right the compensation and governance issues at Progenics – possess the skillsets and expertise needed to address the neglect of stockholder interests, persistent underperformance and strategic failures that have been overseen by the current Board and management. We strongly believe reconstituting a majority of the Board with these exceptional nominees is a critical step to realizing Progenics’ value potential.”

Notably, Glass Lewis stated the following in its report: 1

In its report, Glass Lewis comments on various governance and oversight issues, noting that:

Glass Lewis also affirms the key operational and performance issues highlighted by Velan and comments on its nominees’ plan to address them, noting that:

Glass Lewis also addressed concerns around the Lantheus transaction, writing that:

Velan, like all three proxy advisory firms, ISS, Glass Lewis and Egan Jones, recommends that all stockholders vote on the GREEN Consent Card TODAY to save Progenics.

For more information, visit www.savepgnx.com.


Velan Capital, L.P., Altiva Management Inc., Balaji Venkataraman, Virinder Nohria, LTE Partners, LLC, LTE Management, LLC, Melkonian Capital Management, LLC, Ryan Melkonian, Terence Cooke, Deepak Sarpangal, Gérard Ber, Eric J. Ende, Ann MacDougall, Heinz Mäusli and David W. Mims (collectively, the “Participants”) have filed a definitive consent statement and accompanying GREEN consent card with the Securities and Exchange Commission (“SEC”) to be used to solicit consents from stockholders of Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for a number of proposals, the ultimate effect of which, if successful, would be to reconstitute the Board of Directors of the Company (the “Board”) through the removal of three current members of the Board and the election of the Participants’ five director nominees.

Stockholders are advised to read the definitive consent statement and any other documents related to the solicitation of consents by the Participants because they contain important information, including additional information relating to the Participants. These materials and other materials filed by the Participants in connection with the solicitation of consents will be available at no charge at the SEC’s website at www.sec.gov. The definitive consent statement and other relevant documents filed by the Participants with the SEC will also be available, without charge, by calling the Participant’s proxy solicitor, Okapi Partners LLC, toll-free at (888) 785-6673 or by requesting copies via email to info@okapipartners.com.

1 Permission to quote Glass Lewis was neither sought nor obtained.

View source version on businesswire.com:https://www.businesswire.com/news/home/20191104005451/en/

CONTACT: Investors:

Deepak Sarpangal

(415) 677-7050


Okapi Partners LLC

Pat McHugh / Jason Alexander

(212) 297-0720



Joe Germani / Sarah Braunstein

Sloane & Company

(212) 486-9500




SOURCE: Velan Capital, L.P.

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PUB: 11/04/2019 08:00 AM/DISC: 11/04/2019 08:01 AM