Form DFAN14A PROGENICS PHARMACEUTICAL Filed by: Altiva Management Inc.

June 28, 2019 1:29 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

 

(Amendment No. )

 

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Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Under Rule 14a-12

  

PROGENICS PHARMACEUTICALS, INC.

(Name of Registrant as Specified in Its Charter)

 

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

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

 

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Velan Capital, L.P., together with the other participants named herein (collectively, the “Participating Stockholders”), has filed a definitive proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes against the election of certain directors of Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), at the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”).

 

Item 1: On June 28, 2019, the Participating Stockholders issued the following press release:

ISS SUPPORTS VELAN’S CALL FOR CHANGE BY RECOMMENDING STOCKHOLDERS VOTE “AGAINST” PROGENICS PHARMACEUTICALS DIRECTORS PETER CROWLEY AND MICHAEL KISHBAUCH

 

ISS Believes Velan Presented a “Compelling Argument that Board Level Change is Warranted” to Enhance “Shareholder Board Oversight”

 

ISS Highlights the Board’s “Apparent Lack of Acknowledgement that any Issues Exist” Which Seems to Suggest that the Board “Plans to Make No Substantive Changes”

 

Velan Agrees with ISS that the Board’s Focus Should Be on Why Shareholder Returns Have Been Weak and Why Progenics has “Experienced Recent, Significant Delays in Both Drug Development and Commercialization”

 

Velan Urges Stockholders to Follow the Lead of ISS and Vote AGAINST the Re-election of Peter Crowley and Michael Kishbauch

 

Alpharetta, GA – June 28, 2019 /PRNewswire/ -- Velan Capital, L.P. (together with the other participants in its solicitation, “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 Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has endorsed its call for change on the Progenics Board of Directors (the “Board”), highlighting the Board’s seeming unwillingness to recognize the underperformance of the Company under its guidance and noting the Board’s failure to hold management accountable for numerous operational and strategic missteps. In its report issued on June 28, 2019, ISS recommended that stockholders support Velan’s call for change by voting AGAINST the election of Progenics directors Peter Crowley and Michael Kishbauch at the Company’s upcoming Annual Meeting of Stockholders scheduled to be held on July 11, 2019 (the “Annual Meeting”).

 

ISS’ overwhelming show of support and recommendation that stockholders vote in accordance with Velan’s campaign for change signifies that change on the Board is needed to ensure that stockholder alignment is established, accountability is instilled, and the Company creates long-term value for its stockholders.

 

“We are pleased that ISS, like Velan and many other stockholders, recognizes the need for change at Progenics,” said Bala Venkataraman of Velan Capital. “Given the poor performance of the Company under the incumbent Board, exemplified by its lack of urgency to provide products to cancer patients in a timely manner, and the Board’s proclivity to put its interests above those of true stockholders, we urge stockholders to support real change by VOTING TODAY as recommended by ISS: AGAINST Messrs. Crowley and Kishbauch. Without real change, there can be little hope that Progenics will realize its full potential.”

 

 

In its report, ISS stated*:

 

The Case AGAINST Crowley and Kishbauch

 

Board’s Lack of Justification

 

Board’s Minimal Oversight of Underqualified Management Team

 

Board’s Stockholder Destructive Decisions and Lack of Alignment

 

Board’s Misdirection and Public Relations Stunts

 

 

In concluding that stockholders should support Velan’s campaign for change by voting AGAINST Messrs. Crowley and Kishbauch, ISS stated: “Shareholders might have preferred that the board focus less on constructing widely varying peer groups and on digging up dirt on dissident nominees and more on exploring why absolute TSR has been weak and why the company has experienced recent, significant delays in both drug development and commercialization. As such, the dissident has made a compelling argument that board level change is warranted, with the ultimate goal of enhancing shareholder board oversight.”

 

While we believe that voting on the GREEN proxy card sends the strongest message that change is required, voting on the WHITE proxy card in the manner recommended by ISS – AGAINST Messrs. Crowley and Kishbauch – will have the same effect as voting on our GREEN proxy card. The important point is to vote AGAINST Messrs. Crowley and Kishbauch to achieve the change desperately needed at Progenics.

 

The Company’s slogan is “Find, Fight, and Follow” – we urge stockholders to “Find” the status quo unacceptable, “Fight” years of value destruction and squandered opportunities, and “Follow” our call to action by voting AGAINST the re-election of Messrs. Crowley and Kishbauch TODAY.

 

*Permission to use quotations neither sought nor obtained. Emphasis added.

 

Investor contacts:

Deepak Sarpangal

(415) 677-7050

campaign@velancapital.com

www.savePGNX.com

 

Okapi Partners LLC

Pat McHugh / Jason Alexander

+1 (888) 785-6673

SavePGNX@okapipartners.com

 

 

 

Item 2: On June 28, 2019, the following materials were posted by the Participating Stockholders to www.savePGNX.com:

 

 

 

 

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