Raises Concerns Surrounding Lucien Selce's
Self-Serving Proposals and Lack of Credibility
Glass Lewis Recommends that Aurinia
Shareholders Vote FOR the Re-Election to the Board of Directors of
All Nine Incumbent Directors
Aurinia Pharmaceuticals Inc. (NASDAQ: AUPH) (Aurinia or the
Company) today issued the following letter to shareholders in
response to a letter from Lucien Selce.
Dear Fellow Shareholders:
Aurinia’s Board of Directors and management
team have been taking a range of actions to position the Company
for sustainable success and build value for shareholders, while
staying true to our core focus of delivering therapies to treat
targeted patient populations with high unmet medical needs. We
believe we have established strong momentum in the business based
on recent actions to support our strategy in three key areas:
- Focus on commercial execution after restructuring
operations
- Maximizing free cash flows, moving towards profitability,
currently debt free with excess of $320M in cash, cash equivalents,
restricted cash and investments
- Advancing autoimmune pipeline with Phase 1 clinical program for
AUR200, a potential next generation therapy for B-cell mediated
autoimmune diseases that targets both BAFF (B-cell Activating
Factor) and APRIL (A Proliferation-Inducing Ligand)
Alarming Proposals
from Lucien Selce
As part of Aurinia’s strategy, the Company is
always open to constructive feedback from shareholders, while
looking for ways to build shareholder value. However, the recent
letter from Lucien Selce lacks substance and many of his ideas and
criticisms are not grounded in facts.
The Company believes it is important to set
the record straight, and for all Aurinia shareholders to know the
following:
- Mr. Selce’s own background is particularly concerning. Public
sources indicate that he was previously charged with money
laundering and insider trading, casting serious doubt on his
integrity, trustworthiness and motives. He is asking shareholders
to blindly trust him.
- Given Mr. Selce's lack of transparency (discussed further
below), combined with charges of unethical and illegal conduct, the
Company has serious doubts about whether he can be trusted to
ethically serve shareholder interests and drive long-term value
creation.
- Mr. Selce’s letter asks shareholders to grant him control of
the Company by giving support to his unnamed board nominees, so
that he can enact a plan devised by an unidentified investment
bank, the specifics of which plan he has not shared.
- Despite having ample opportunity to propose alternative
directors as part of this year’s proxy process, Mr. Selce failed to
do so. Moving forward with Mr. Selce’s idea would be completely at
odds with sound corporate governance practices and, if followed by
shareholders, could result in a public company without oversight
and direction from a board of directors.
- Mr. Selce's unsubstantiated reference to an unnamed investment
bank is concerning.
- If any investors have had serious conversations with
investment banks about alternative strategies, Aurinia is always
open to hearing them. However, the Company has not received any
such proposals, including from Mr. Selce.
- Mr. Selce's letter is rife with speculative bluster, lacks
concrete details, and fails to provide anything that remotely
resembles a specific strategy.
- Mr. Selce's vague assertions and lack of specificity
demonstrate his unpreparedness. If Mr. Selce were serious about his
proposals or experienced in corporate governance best practices, he
would provide specificity and actionable steps. In addition,
Aurinia has already run a robust strategic review process led by a
top tier investment bank – reiterating the same process again would
be a questionable use of the Company’s resources.
- Mr. Selce’s letter makes numerous serious false accusations
with no factual basis.
- No institutional shareholders have any agreements or
understandings with Aurinia’s CEO or other members of the
management team. The timing of the AGM was not related to the
vesting of any awards for nominees for election as a
director.
Aurinia shareholders deserve to have detail
about Mr. Selce’s “just trust me” approach. It should be alarming
that a mere 10 days before an annual shareholder meeting, a
shareholder would put forth a letter that is suspiciously opaque
and fails to provide any actionable suggestions or detailed plans
for putting Aurinia on a stronger path for growth or any names and
backgrounds of who would serve on a Board that would oversee such a
strategy.
Seasoned Board with
New Directors and Deep Industry and Leadership Experience –
Supported by a Leading Independent Proxy Advisory
Service
The Company recommends that shareholders
review the recent report from Glass Lewis, a leading independent
proxy advisor, which recommends that Aurinia shareholders vote FOR
the re-election to the Board of Directors of all nine incumbent
directors.
Aurinia is pleased that Glass Lewis
recognizes the strength and value of the current Board and the
actions the Board and management team are taking to accelerate the
Company’s growth. Aurinia has added three new directors in the last
year, including a director appointed in direct collaboration with a
shareholder. Each director brings distinct and relevant experience
to the Company – including pharmaceutical and biotech industry,
corporate governance, capital markets and operational expertise –
and is focused on the best interests of the Company, with a view to
building value for shareholders and ensuring the Company is
continuing to deliver on its long-term targets.
We also note that ISS’s recent
recommendations against three of Aurinia’s directors relate to the
Company’s 2023 say-on-pay proposal, and not to the operating or
financial performance of the business.
Continuing Aurinia’s
Business Momentum
Following the announcement of the Board’s
actions to support Aurinia’s strategy earlier this year, there has
been momentum across the business. On May 2, 2024, Aurinia
announced the following positive steps in its first quarter
results:
- Year over year growth of approximately 46% in total net revenue
and 40% in net product revenue, extending the trend of consistent
growth in LUPKYNIS® (voclosporin) sales
- Rapidly completed restructuring while maintaining focus on
commercial execution; and
- Ahead of prior projections, to be cash flow positive, excluding
share repurchases, in the second quarter 2024.
Recent commentary in May 2024 from sell-side
analysts also reinforce the strong prospects for Aurinia1:
- RBC Capital Markets analyst Douglas Miehm authored a report
stating: “We believe Aurinia Pharmaceuticals is well positioned for
future growth from its FDA-approved drug, voclosporin (brand name
LUPKYNIS).”
- Analyst Ed Arce of H.C. Wainwright has reported, “We believe
all signs point to a strong year for LUPKYNIS.”
- Jefferies analyst Maury Raycroft, Ph.D., reported, “Stock has
an appealing profile, where [Aurinia] is gearing up to be cash flow
positive in 2Q with disciplined spend and strong balance sheet,
which should allow cash accumulation that can be leveraged for
future asset in-licensing or other options.”
Aurinia’s Board is well positioned to lead
Aurinia and build on this momentum as we stay focused on delivering
transformative therapies that enable patients to live their fullest
lives.
About Aurinia Aurinia Pharmaceuticals is a fully
integrated biopharmaceutical company focused on delivering
therapies to people living with autoimmune diseases with high unmet
medical needs. In January 2021, the Company introduced LUPKYNIS®
(voclosporin), the first FDA-approved oral therapy dedicated to the
treatment of adult patients with active lupus nephritis. The
Company’s head office is in Edmonton, Alberta, its U.S. commercial
office is in Rockville, Maryland. The Company focuses its
development efforts globally.
Forward-Looking Statements Certain statements made in
this press release may constitute forward-looking information
within the meaning of applicable Canadian securities law and
forward-looking statements within the meaning of applicable United
States securities law. These forward-looking statements or
information include but are not limited to statements or
information with respect to Aurinia’s expectations to be cash flow
positive, excluding share repurchases, in the second quarter of
2024. It is possible that such results or conclusions may change.
Words such as “anticipate”, “will”, “believe”, “estimate”,
“expect”, “intend”, “target”, “plan”, “goals”, “objectives”, “may”
and other similar words and expressions, identify forward-looking
statements. We have made numerous assumptions about the
forward-looking statements and information contained herein,
including among other things, assumptions about: the accuracy of
reported data from third party studies and reports; the number, and
timing of receipt, of PSFs and their rate of conversion into
patients on therapy; assumptions relating to pricing for LUPKYNIS
and patient persistency on the product; that Aurinia’s intellectual
property rights are valid and do not infringe the intellectual
property rights of third parties; Aurinia’s assumptions relating to
the capital required to fund operations; the assumption that
Aurinia’s current good relationships with its suppliers, service
providers and other third parties will be maintained; assumptions
relating to the burn rate of Aurinia’s cash for operations; and
that Aurinia’s third party service providers will comply with their
contractual obligations. Even though the management of Aurinia
believes that the assumptions made, and the expectations
represented by such statements or information are reasonable, there
can be no assurance that the forward-looking information will prove
to be accurate.
Forward-looking information by their nature are based on
assumptions and involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance, or
achievements of Aurinia to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking information. Should one or more of these risks and
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in forward-looking statements or information. Such risks,
uncertainties and other factors include, among others, the
following: Aurinia’s actual future financial and operational
results may differ from its expectations; difficulties Aurinia may
experience in completing the commercialization of voclosporin; the
market for the LN business may not be as estimated; Aurinia may
have to pay unanticipated expenses; Aurinia may not be able to
obtain sufficient supply to meet commercial demand for voclosporin
in a timely fashion; the results from Aurinia’s clinical studies
and from third party studies and reports may not be accurate;
Aurinia’s third party service providers may not, or may not be able
to, comply with their obligations under their agreements with
Aurinia; and Aurinia’s assets or business activities may be subject
to disputes that may result in litigation or other legal claims.
Although Aurinia has attempted to identify factors that would cause
actual actions, events, or results to differ materially from those
described in forward-looking statements and information, there may
be other factors that cause actual results, performances,
achievements, or events to not be as anticipated, estimated or
intended. Also, many of the factors are beyond Aurinia’s control.
There can be no assurance that forward-looking statements or
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, you should not place undue reliance on
forward-looking statements or information. All forward-looking
information contained in this press release is qualified by this
cautionary statement. Additional information related to Aurinia,
including a detailed list of the risks and uncertainties affecting
Aurinia and its business, can be found in Aurinia’s most recent
Annual Report on Form 10-K and its other public available filings
available by accessing the Canadian Securities Administrators’
System for Electronic Document Analysis and Retrieval (SEDAR)
website at www.sedarplus.ca or the U.S. Securities and Exchange
Commission’s Electronic Document Gathering and Retrieval System
(EDGAR) website at www.sec.gov/edgar, and on Aurinia’s website at
www.auriniapharma.com.
_________________________ 1 Permission to quote was neither
sought nor obtained in connection with this press release. These
statements represent the views of the third party cited and not
necessarily those of Aurinia.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240604970763/en/
Media and Investor Inquiries: Andrea Christopher
Corporate Communications and Investor Relations, Aurinia
achristopher@auriniapharma.com ir@auriniapharma.com
Aurinia Pharmaceuticals (NASDAQ:AUPH)
過去 株価チャート
から 10 2024 まで 11 2024
Aurinia Pharmaceuticals (NASDAQ:AUPH)
過去 株価チャート
から 11 2023 まで 11 2024
