Velan Responds to Misleading Communications from Progenics
ALPHARETTA, Ga.--(BUSINESS WIRE)--Oct 23, 2019--
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 responded to the Company’s presentation and press release, including misleading statements surrounding the Lantheus Medical Imaging, Inc. (“Lantheus”) merger agreement and interactions with the Progenics Board of Directors (the “Board”). Velan issued the following statement:
“We are deeply disappointed that Progenics has resorted to such desperate tactics in an attempt to mislead stockholders around Velan’s intentions and our Nominees’ plan to deliver long-term value at the Company. We never hid our intention to launch a Consent Solicitation and have always been forthright in our communications to the Company, Progenics stockholders and proxy advisory firms. Our purchases of stock in the run-up to launching our Consent Solicitation were based on our conviction about Progenics’ opportunities and potential. In the course of our conversations with the Company, we made it clear to Board members and others that we thought selling the Company before realizing its full potential was a mistake. However, Velan had no prior knowledge of a near-term transaction involving the Company, including who the ultimate purchaser would be or its timing, terms or structure.
Recent public communications from Progenics and Lantheus have contained a number of false and misleading claims about Velan that deserve correction. Consider the following points:
Progenics states the Lantheus “transaction addresses all of [stockholders’] concerns” and that the Board vote would have been unanimous had the two now-resigned directors abstained from voting.
Progenics also implies that voting for Velan’s Nominees means the Lantheus transaction is not acceptable and will be voted down.
Progenics agrees that “run-rate costs savings, together with future cost avoidance…could generate hundreds of millions of dollars in value”
Progenics claims that “Velan is forcing shareholders into making a pivotal decision [before] all material [merger] information is available”.
We also question the process run by the Board as it performed a “market check” in June 2019 for “potential cash buyers”.
The Company also touts its negotiated 0.2502 exchange ratio.
Progenics states the “potential need for dilutive, near-term capital raise” and the $18 million termination fee as reasons to not vote for new directors.
Finally, we would like to respond to comments made today by Lantheus.
Instead of addressing the serious, and potentially fraudulent, issues we have both privately and publicly raised regarding the Company’s supply chain and misleading (or omitted) disclosure to stockholders, the Company has again chosen to focus solely on Velan. We urge stockholders not to be distracted from the Board’s desperate and repeated attempts to avoid accountability at all costs and misguided focus on Velan. This Consent Solicitation is about the Board’s inability to deliver products to cancer patients and the need for accountability in the boardroom to put the Company on a better path forward.
Accordingly, we are asking our fellow stockholders to help us reconstitute the Board at this critical time by removing long-tenured Progenics directors Mr. Baker, Dr. Scheinberg and Ms. Williams, who have failed stockholders time and time and time again, and electing our five highly qualified Nominees, Drs. Ber and Ende, Ms. MacDougall, and Messrs. Mäusli and Mims. These new and independent Nominees all bring successful experience, not only in building successful organizations, but also in pursuing financial and strategic alternatives to optimize stockholder value.
Our slate of independent director Nominees is committed to executing on a comprehensive strategic plan for Progenics that will seek to bridge the gap between Progenics’ performance and its potential. This detailed plan – which addresses key issues that have stymied the current Board and management team, and involves improvements in the Company’s culture, execution, finances, governance, leadership, and strategy – can be viewed in our latest presentation at www.SavePGNX.com.
If you have not already done so, please provide your written consent TODAY on the GREEN consent card in support of our proposals. We appreciate your help in saving Progenics.”
THE BOARD MUST BE RECONSTITUTED TO MAXIMIZE STOCKHOLDER VALUE – TOGETHER, WE CAN SEND A STRONG (AND LEGALLY BINDING) DEMAND!
CERTAIN INFORMATION CONCERNING PARTICIPANTS
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 firstname.lastname@example.org.
View source version on businesswire.com:https://www.businesswire.com/news/home/20191023005888/en/
email@example.com Okapi Partners LLC
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Sloane & Company
KEYWORD: GEORGIA UNITED STATES NORTH AMERICA
INDUSTRY KEYWORD: FINANCE BANKING HEALTH PROFESSIONAL SERVICES PHARMACEUTICAL
SOURCE: Velan Capital, L.P.
Copyright Business Wire 2019.
PUB: 10/23/2019 05:03 PM/DISC: 10/23/2019 05:03 PM