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ISS Recommends Shareholders Vote on the GREEN Consent Card for Election of Velan Nominees and Removal of Progenics CEO

October 28, 2019 7:00 AM

Recommends Stockholders Vote FOR Dr. Gérard Ber, Dr. Eric Ende and David Mims

Recommends Removal of CEO Mark Baker, Citing ‘Past Questionable Actions’ and ‘Poor Performance’ and Advises ‘DO NOT VOTE’ on the WHITE card

Highlights Concern with Lantheus Transaction Process Noting Need for a ‘Second Opinion’ from Velan’s Nominees and ‘Penalizing’ Nature of Break-up Fee

Velan Urges Stockholders to Vote for ALL Five Nominees, Dr. Gérard Ber, Dr. Eric Ende, Ann MacDougall, Heinz Mäusli, and David Mims

ALPHARETTA, Ga.--(BUSINESS WIRE)-- 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, Institutional Shareholder Services Inc. (“ISS”), has recommended that shareholders vote on the GREEN consent card in support of Velan’s director nominees, Dr. Gérard Ber, Dr. Eric Ende and David Mims.

Bala Venkataraman, Managing Partner of Velan Capital, issued the following statement: “We are pleased with ISS’s conclusion that change is needed at Progenics, including the recommendation for the removal of CEO Mark Baker and for the election of Velan nominees Dr. Gérard Ber, Dr. Eric Ende and David Mims to the Board. We also urge stockholders to vote for the election of Ann MacDougall and Heinz Mäusli. In our view, the addition of only three of our director nominees would represent insufficient change given the value destructive behavior of the current Board – behavior that ISS widely acknowledges throughout its report.

Notably, ISS’ report does not provide a recommendation on why stockholders should vote for Dr. Scheinberg and Ms. Williams, and instead states that “some shareholders may well opt for greater urgency by electing the full dissident slate, particularly given that all of the dissident nominees appear well-qualified and the dissident has presented a go-forward plan that, albeit not risk-free, appears sound,” but ISS is recommending three directors instead of all five to avoid “triggering the full break-up fee.”

While we appreciate ISS’ concern and its “conservative approach”, our belief is the urgent need for significant change outweighs the issue of the break-up fee, and that Progenics’ current Board should not be rewarded for “effectively penalizing shareholders…if they choose to support (Velan).” In Velan’s estimate, the break-up fee would be equal to or less than the further value destruction that may occur by allowing a majority of the incumbent directors to prolong their already excessive and detrimental tenures.

Our five fully-independent, highly-qualified nominees 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 the Board is an important step to realizing Progenics’ value potential.”

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

In its report, ISS affirms the key operational and performance issues highlighted by Velan and comments on its nominees’ ability to address them, noting that:

ISS also addressed concerns around the Lantheus transaction, writing that:

Velan, like ISS, recommends that all stockholders vote on the GREEN Consent Card TODAY to save Progenics. For more information, visit www.savepgnx.com.

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 [email protected].

Investors:

Deepak Sarpangal

(415) 677-7050

[email protected]

Okapi Partners LLC

Pat McHugh / Jason Alexander

(212) 297-0720

[email protected]

Media:

Joe Germani / Sarah Braunstein

Sloane & Company

(212) 486-9500

Source: Velan Capital, L.P.

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