-- Appoints Four New, Highly Qualified
Independent Directors: Jason Aryeh, Dr. Geoffrey Cox, Robert
Forrester and Bob Oliver --–
Immunomedics, Inc. (NASDAQ:IMMU) (“Immunomedics” or “the Company”)
today announced a newly reconstituted Board of Directors and the
implementation of a leadership succession plan.
Effective immediately, Immunomedics has
appointed four new, highly qualified and experienced independent
directors:
- Jason Aryeh, founder and managing general partner of JALAA
Equities, LP;
- Dr. Geoffrey Cox, principal of Beacon Street Advisors LLC;
- Robert Forrester, President and Chief Executive Officer,
Verastem, Inc; and
- Bob Oliver, President and Chief Executive Officer, Otsuka
America Pharma, Inc.
Mr. Aryeh has been appointed to the additional
position of Vice Chairman of the Board of Directors. In addition,
each of these new independent directors will chair a Board
committee, which will be composed entirely of independent board
members. In connection with the appointment of the new independent
directors, Don C. Stark and Mary E. Paetzold have retired from the
Board, effective immediately.
The Company also announced today a succession
plan intended to establish optimal future leadership upon a
partnership of IMMU-132 and ensure continued progress of the
Company without interruption during this critical period in its
growth trajectory:
- Effective June 30, 2017, Jason Aryeh will assume the role of
Chairman of the Immunomedics Board.
- Dr. David M. Goldenberg, current Chairman, will transition his
role, effective June 30, 2017. He will continue as a Board member
and in his roles as Chief Scientific Officer and Chief Patent
Officer.
- The Board will immediately initiate a search for a new CEO,
with the assistance of a leading, independent, executive search
firm as it gains clarity on an outcome of its ongoing exploration
of a partnership for IMMU-132.
- Cynthia Sullivan, Chief Executive Officer and President of the
Company, will step down upon the Company’s filing for Accelerated
Approval of IMMU-132 to the Food and Drug Administration, which is
expected to occur in mid-2017.
“As we continue to position Immunomedics for the
future and seek to deliver on the value potential of IMMU-132, we
determined to reconstitute the Immunomedics Board and announce a
leadership succession plan, both of which we believe will help
advance our efforts with IMMU-132 and facilitate the achievement of
important upcoming value creation milestones,” said Brian A.
Markison, independent director and head of the transaction
committee of the Board. “Messrs. Aryeh, Dr. Cox, Forrester and
Oliver bring to Immunomedics decades of pharmaceuticals and life
sciences experience and have extensive expertise developing,
partnering and commercializing treatments, including at some of the
world’s most recognizable and reputable global pharmaceutical
companies. We expect that they will immediately leverage their
decades of deep industry knowledge and public company board service
and leadership to further advance the value potential of IMMU-132
and our additional preclinical and clinical programs. We also
appreciate the significant contributions of Mr. Stark and Ms.
Paetzold during their years of service to the Board. On behalf of
the entire Board, we wish them well in their future endeavors.”
Jason Aryeh, independent director and Vice
Chairman of the Board, said, “I am honored to be named Vice
Chairman and to serve as a fiduciary for our stockholders. My three
highly respected new Board colleagues and I are excited to be a
part of this comprehensive leadership succession plan. We believe
there are tremendous opportunities for Immunomedics to deliver
significant value for our stockholders.”
Immunomedics believes that the reconstituted
Board and the succession plan announced today address the matters
raised by venBio Select Advisors, one of the Company’s
stockholders, with regard to the composition of the Board and
future leadership. Immunomedics anticipates that these actions will
allow the Company to move forward without the distraction of a
proxy contest so that the Board and management can fully focus on
achieving expected near-term value creating events and
milestones.
The four newly appointed directors, in addition
to Immunomedics’ three incumbent directors, will stand for election
at the Company’s 2016 Annual Meeting of Stockholders to be held on
February 16, 2017. The Company today filed the supplement to the
proxy statement with the Securities and Exchange Commission (“SEC”)
in connection with its upcoming Annual Meeting to stockholders
unanimously recommending that they vote on the WHITE proxy card
“FOR” all seven of Immunomedics’ highly qualified director
nominees:
- Jason Aryeh
- Dr. Geoffrey Cox
- Robert Forrester
- Dr. David M. Goldenberg
- Brian A. Markison
- Bob Oliver
- Cynthia L. Sullivan
Stockholders of record as of January 24, 2017,
are entitled to vote at the 2016 Annual Meeting.
About Jason AryehJason Aryeh
has more than 20 years of equity investment experience focused on
the life sciences industry. He is the Founder and Managing General
Partner of JALAA Equities, LP, a private, activist-oriented hedge
fund focused on the life-sciences sector, and has served in such
capacity since 1997. He is Chairman of the Board of Novelion
Therapeutics, Inc. (NASDAQ:NVLN). He also serves as a member of the
Boards of Directors of Ligand Pharmaceuticals, Inc. (NASDAQ:LGND),
Aralez Pharmaceuticals Inc. (NASDAQ:ARLZ) and CorMatrix®
Cardiovascular, Inc. Mr. Aryeh also serves as a consultant, focused
on the enhancement of shareholder value, for Derma Sciences, Inc.
(NASDAQ: DSCI). Furthermore, Mr. Aryeh is active in a respected
healthcare charity, serving on the Cystic Fibrosis Foundation’s
Therapeutics Board since 2011. Mr. Aryeh earned a B.A. in
economics, with honors, from Colgate University, and is a member of
the Omnicron Delta Epsilon Honor Society in economics.
About Dr. Geoffrey CoxDr.
Geoffrey Cox is a seasoned executive with more than 16 years of
experience in Chairman and CEO roles at publicly traded life
sciences companies and more than four decades of overall industry
experience. Dr. Cox is currently principal of Beacon Street
Advisors LLC, which provides strategic, operational and
organization advisory services and interim senior management
support to life sciences companies. Most recently he served as
interim CEO of QLT Inc. (NASDAQ:NVLN), a publicly traded
ophthalmology company. Previously he was a partner at Redsky
Partners LLC Consulting, and prior to that he served for nearly a
decade as Chairman, President and CEO of GTC Biotherapeutics Inc.
(now known as rEVO Biologics), where he successfully repositioned
the Company and oversaw the development of multiple human
therapeutic proteins based on a novel manufacturing technology and
the first regulatory product approval based on that technology.
Prior to that he served as Chairman, President and CEO of Aronex
Pharmaceuticals, Inc. Earlier in his career, Dr. Cox held various
roles at Genzyme U.K. and Genzyme Corporation over more than 13
years, concluding his service as Executive Vice President
responsible for Genzyme’s General Division worldwide manufacturing
operations and infrastructure, and for the pharmaceuticals,
diagnostics and genetics business units. He began his career at
Gist Brocades, NV. Dr. Cox serves as a member of the Boards of
Directors of Aviragen Therapuetics Inc. (NASDAQ:AVIR), Novelion
Therapeutics, Inc. (NASDAQ:NVLN) and Lakewood-Amedex Inc.
About Robert ForresterRobert
Forrester has decades of relevant experience at both private and
public life sciences companies, as well as business development,
M&A and financial expertise. He currently serves as a director
and Chief Executive Officer of Verastem, Inc. (NASDAQ:VSTM)
following various leadership roles including President and Chief
Operating Officer. Prior to joining Verastem, Mr. Forrester served
as Chief Operating Officer of Forma Therapeutics, Inc. and
previously served as Interim President and Chief Executive Officer
of CombinatoRx, Inc., and as its Executive Vice President and Chief
Financial Officer. He has also served as Senior Vice President of
Finance and Corporate Development at Coley Pharmaceuticals Group,
Inc. Prior to that, Mr. Forrester was a managing director of the
Proprietary Investment Group at MeesPierson, and has also held
roles at the investment banks BZW (now Barclays Capital) and UBS in
the corporate finance groups undertaking M&A and public and
private finance transactions. He began his career as a lawyer in
England prior to entering investment banking.
About Bob OliverBob Oliver has
more than 25 years of experience in the pharmaceutical industry,
including in General Management and executive level experience
helping world-renowned global pharmaceutical companies expand
commercial operations. He currently serves as President and CEO of
Otsuka America Pharmaceutical, Inc., (“OAPI”) and previously held
roles at OAPI of Chief Operating Officer; Senior Vice President of
Sales and Marketing and as President. Mr. Oliver built OAPI’s
commercial capabilities, working with Lundbeck to launch ABILIFY
MAINTENA (aripiprazole) and led the transfer of ABILIFY®
(aripiprazole) commercial and medical responsibilities from
Bristol-Myers Squibb to OAPI. During Mr. Oliver’s leadership,
ABILIFY® grew to the number-one selling pharmaceutical in the U.S.
Prior to joining OAPI, Mr. Oliver was Vice President & Global
Business Manager for Oncology at Wyeth Pharmaceuticals. He also
served as Senior Vice President of Primary Care and Commercial
Operations at Wyeth where he oversaw sales and commercial
operations in the U.S. and general management in Puerto Rico. Prior
to Wyeth Mr. Oliver spent 16 years with Johnson & Johnson in
roles of increasing responsibility. Mr. Oliver has served as
Chairman of the Board for Otsuka Canada Pharmaceuticals, Inc. since
2014.
Vinson & Elkins L.L.P. and DLA Piper LLP
(US) are serving as legal advisors and Greenhill & Co., LLC is
serving as financial advisor to Immunomedics. Suzana Farah Rahman,
Head of Executive Clinical and Medical Recruitment, of GQR Global
Markets assisted Immunomedics in its director search process.
About ImmunomedicsImmunomedics
is a clinical-stage biopharmaceutical company developing monoclonal
antibody-based products for the targeted treatment of cancer,
autoimmune disorders and other serious diseases. Immunomedics’
advanced proprietary technologies allow the Company to create
humanized antibodies that can be used either alone in unlabeled or
“naked” form, or conjugated with radioactive isotopes,
chemotherapeutics, cytokines or toxins. Using these technologies,
Immunomedics has built a pipeline of eight clinical-stage product
candidates. Immunomedics’ portfolio of investigational products
includes antibody-drug conjugates (ADCs) that are designed to
deliver a specific payload of a chemotherapeutic directly to the
tumor while reducing overall toxic effects that are usually found
with conventional administration of these chemotherapeutic agents.
Immunomedics’ most advanced ADCs are sacituzumab govitecan
(IMMU-132) and labetuzumab govitecan (IMMU-130), which are in Phase
2 trials for a number of solid tumors and metastatic colorectal
cancer, respectively. IMMU-132 has received Breakthrough Therapy
Designation from the FDA for the treatment of patients with
triple-negative breast cancer who have failed at least two prior
therapies for metastatic disease. Immunomedics has a research
collaboration with Bayer to study epratuzumab as a
thorium-227-labeled antibody. Immunomedics has other ongoing
collaborations in oncology with independent cancer study groups.
The IntreALL Inter-European study group is conducting a large,
randomized Phase 3 trial combining epratuzumab with chemotherapy in
children with relapsed acute lymphoblastic leukemia at clinical
sites in Australia, Europe, and Israel. Immunomedics also has a
number of other product candidates that target solid tumors and
hematologic malignancies, as well as other diseases, in various
stages of clinical and preclinical development. These include
combination therapies involving its antibody-drug conjugates,
bispecific antibodies targeting cancers and infectious diseases as
T-cell redirecting immunotherapies, as well as bispecific
antibodies for next-generation cancer and autoimmune disease
therapies, created using its patented DOCK-AND-LOCK® protein
conjugation technology. The Company believes that its portfolio of
intellectual property, which includes approximately 304 active
patents in the United States and more than 400 foreign patents,
protects its product candidates and technologies. For additional
information on the Company, please visit its website at
www.immunomedics.com. The information on its website does not,
however, form a part of this press release.
Important Additional
InformationImmunomedics, Inc. (the “Company”), its
directors and certain of its executive officers may be deemed to be
participants in the solicitation of proxies from Company
stockholders in connection with the matters to be considered at the
Company’s 2016 Annual Meeting. The Company has filed a definitive
proxy statement and form of WHITE proxy card with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with
any such solicitation of proxies from Company stockholders.
COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND
SUPPLEMENTS), THE ACCOMPANYING WHITE PROXY CARD AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY FILES WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, is set forth in the proxy statement
and other materials filed by the Company with the SEC.
Stockholders will be able to obtain the proxy statement, any
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SEC’s website at www.sec.gov. Copies will also be available at no
charge at the Company’s website at www.immunomedics.com, by writing
to Immunomedics, Inc. at 300 The American Road, Morris Plains, New
Jersey 07950, or by calling the Company’s proxy solicitor, or by
calling Dr. Chau Cheng, Senior Director, Investor Relations &
Corporate Secretary, (973) 605-8200, extension 123.
Forward-Looking StatementsThis
release, in addition to historical information, may contain
forward-looking statements made pursuant to the Private Securities
Litigation Reform Act of 1995. Such statements, including
statements regarding clinical trials (including the funding
therefor, anticipated patient enrollment, trial outcomes, timing or
associated costs), regulatory applications and related timelines,
out-licensing arrangements (including the timing and amount of
contingent payments), forecasts of future operating results,
potential collaborations, and capital raising activities, involve
significant risks and uncertainties and actual results could differ
materially from those expressed or implied herein. Factors that
could cause such differences include, but are not limited to, the
Company’s dependence on business collaborations or availability of
required financing from capital markets, or other sources on
acceptable terms, if at all, in order to further develop our
products and finance our operations, new product development
(including clinical trials outcome and regulatory
requirements/actions), the risk that we or any of our collaborators
may be unable to secure regulatory approval of and market our drug
candidates, risks associated with the outcome of pending litigation
and competitive risks to marketed products, and the Company’s
ability to repay its outstanding indebtedness, if and when
required, as well as the risks discussed in the Company’s filings
with the Securities and Exchange Commission. The Company is
not under any obligation, and the Company expressly disclaims any
obligation, to update or alter any forward-looking statements,
whether as a result of new information, future events or
otherwise.
For More Information:
Dr. Chau Cheng
Senior Director, Investor Relations & Corporate Secretary
(973) 605-8200, extension 123
ccheng@immunomedics.com
Media
Dan Katcher / Ed Trissel / Nick Lamplough
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investors
Dan Burch/Bob Marese
MacKenzie Partners, Inc.
(212) 929-5500
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