DiagnoCure Urges Shareholders to Vote Today to Protect Your Investment From Dissident Minority Shareholders - What is the Dissidents' Plan? Disruption to Newly-Formed and Highly-Qualified Board may Jeopardize Company's Future
Published: Apr 22, 2013
QUEBEC CITY, April 22, 2013 /PRNewswire/ - The Board of Directors and Management of DiagnoCure Inc. (TSX: CUR) (OTCQX: DGCRF) urge shareholders to vote their proxy in favor of Management's director nominees.
- Both independent and influential proxy advisory firms, ISS, and Glass
Lewis, have recommended that shareholders support the current board of
- A dissident shareholder group is attempting to seize control of your
company's board of directors. What is their plan?
- The dissident group waited until just last week to publicly communicate
their intentions to DiagnoCure shareholders. Shareholders have little
time to react. Please cast your vote as soon as possible.
- DiagnoCure has an experienced, qualified and independent board, with two
recent high-caliber additions. We know very little about the dissident
- DiagnoCure's discussions with current, and potential partners, and the company's research and development may be in jeopardy as a result of the dissident group's attempt to control the board.
|Shareholders should immediately contact DiagnoCure's proxy solicitation agent Georgeson at 1-888-605-8415 or firstname.lastname@example.org for assistance in voting their proxy, or to obtain a replacement proxy.|
Shareholders Caught by Surprise - Little Time Left to Vote for Management Nominees
The dissident shareholder group, led by Todd Axelrod and Dr. Michael Rosenman, waited until April 18, 2013 - just a few days before the proxy deadline, to publicly reveal their intentions to take control of the board. They did this only after the Company's Advance Notice Policy forced the submission of basic background information to the Board, which DiagnoCure made public on April 15, 2013 for the benefit of all shareholders.
The dissident group has not filed an information circular or mailed a letter or other materials to shareholders. You may not have been aware of the dissidents' plan to take control of your board and as a result may have discarded your proxy materials. Call our proxy solicitation agent Georgeson, at the number above for assistance in obtaining new proxy voting materials and casting your vote.
Do not let the dissidents disenfranchise you - exercise your right to vote. All DiagnoCure shareholders, regardless of how many shares you own, must cast their vote today to stop the dissident group.
Both Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Voting FOR Management's Nominees and the Advance Notice By-Law.
Institutional Shareholder Services Inc. ("ISS"), and Glass Lewis & Co. ("Glass Lewis") are independent firms that advise shareholders on how to vote according to guidelines of good corporate governance.
Both ISS and Glass Lewis have recommended that shareholders cast ballots FOR your current board of directors. In addition, while the dissidents opposed the Advance Notice By-Law, both ISS and Glass Lewis have recommended voting FOR it.
No Plan but Potential for Major Disruption
Pierre Dozois, a dissident nominee admitted in an interview with La Presse on April 17, 2013, that the dissidents have no specific plans to address the share price.
On April 8, 2013, members of DiagnoCure's management and board met with dissident group representatives. DiagnoCure's representatives repeatedly, and in good faith, asked the dissident group representatives for their suggestions for the enhancement of shareholder value. The dissident representatives did not offer any suggestions, plans or solutions.
As most shareholders are aware, we are continuously engaged in efforts to develop and negotiate licensing and distribution partnerships. These efforts are carefully, and responsibly executed as part of our overall strategic plan. For competitive reasons we often conduct these and other similar discussions discreetly and make public announcements upon significant milestones. These efforts could be seriously compromised if the dissident nominees are elected.
Don't let the dissidents upset our positive momentum. In January, DiagnoCure reached mutually agreeable terms on the release of Previstage GCC from Signal Genetics, allowing us the opportunity to license the technology to a new partner. First quarter US royalties for the PROGENSA® PCA3 assay were up 84%, compared to the same period in 2012.
The board and management of DiagnoCure will continue to carefully manage the company's financial resources. The company maintains conservative revenue and cash flow assumptions to ensure that the company has the necessary resources to execute on DiagnoCure's strategies to maximize shareholder value.
Dissident Nominees Appear to Lack Relevant Experience
None of the dissident nominees have disclosed to us any relevant experience in the molecular diagnostic space. Of the three dissident nominees, only Hans Mäder, has somewhat related experience in the pharmaceutical industry.
Mr. Mäder was the Chief Executive and director of a biopharmaceutical company until stepping down in 2007, since then, to our knowledge; he has acted as a consultant to other companies. While we respect his background, it has been several years since he was actively involved in overseeing the affairs of a public company. We don't know of any other subsequent instances where he acted as a director or officer of a public company.
We are concerned that Mr. Dozois appears to be acting as both legal counsel to the leader of the dissident shareholder group - Mr. Axelrod, and a director nominee. Outside directors of well functioning boards should be independent and accountable to all shareholders.
Mr. Guay's apparent public company experience is as the interim-CFO of the Ranaz Corporation, a marketer of protein supplements, for just over a year. Mr. Guay also acted as CFO of Accessoires de piscine Competition Inc. from January 2008 to August 2008 - the company would go on to declare bankruptcy in December 2009. From January 2011 to April 2013 he acted a CFO of Mechtronix Systems Inc. - Mechtronix and its affiliated companies declared bankruptcy between June and October 2012.
In Contrast, DiagnoCure has an Experienced, Qualified and Dynamic Board
The current board of DiagnoCure is composed of independent and highly qualified individuals. We have sought out directors who bring diverse experience with public companies, R&D activities, oncology, urology, administration, private and public partnerships, corporate governance, finance and financing activities. Our skills matrix emphasizes relevant industry experience, financial acumen and a commitment to the highest standards of corporate governance.
As a result of our ongoing board renewal and recruitment process, we have been able to recently attract high quality directors like Dr. Jacques Simoneau and Mr. Andrew Sheldon to DiagnoCure's Board.
The board takes an active role in planning and responding to the evolving needs of the company. Board members will continue to welcome, and be receptive to input from shareholders. The new board remains focused on maximizing shareholder value, exploring new avenues of growth, and recruiting and retaining key high-quality personnel.
Your board of directors is made up of individuals who continue to be active in their professions. They have crucial public company board experience, strong business backgrounds, and incredible biopharmaceutical credentials. The management information circular and our press release on April 15, 2013, contain detailed information on each of our director nominees. We included some highlights below, so that you can see the stunning contrast between your current board of directors and the nominees put forward by the dissidents.
Dr. Yves Fradet: Co-Founder and Chairman of the Board. Dr. Fradet was instrumental in the negotiations of DiagnoCure's initial license and collaboration agreement with Gen-Probe and collaboration agreement with Signal Genetics. Both deals generated $20M in non-dilutive cash for DiagnoCure. He is an active member of the American Association of Genito-Urinary Surgeons limited to 75 active members in North America among the leaders of urology and the recipient of numerous honours and awards including the Lifetime Career Achievement Award from the Canadian Urology Association in 2012.
Dr. Louise Proulx: Over 30 years of experience in science and research management. Member of senior management team of Biochem Pharma, and ViroChem Pharma. Participated in the sale process of Biochem Pharma to Shire Pharmaceuticals for $4 Billion, and the sale of ViroChem Pharma for $375mm to Vertex Pharmaceuticals. Dr. Proulx has been a member of several boards of directors over her career. Certified ICD.D by the Institute of Corporate Directors.
Mr. Andrew Sheldon: President and CEO of Medicago Inc., a clinical stage, public biopharma company that he has managed for over 10 years. A total of 30 years experience in the pharmaceutical industry, including 8 years of public company executive experience. Mr. Sheldon has a proven reputation in the capital markets as well, raising over $100mm from investors over the past 4 years. Named CEO of the Year by the Vaccine Industry Excellence awards at the World Vaccine Congress in 2012. Prior to Medicago, Mr. Sheldon was the Vice-President, Sales and Marketing for Shire Biologics. He is an experienced business development professional who has negotiated many agreements with biotech and pharmaceutical companies. His hands-on experience with business development, distribution and commercialization of pharmaceuticals makes him invaluable to the board.
Dr. Jacques Simoneau: President, CEO and director of Gestion Univalor LP, an entity that commercializes and transfers technologies and innovations created at Université de Montréal and its affiliated schools. He is a current or past director of 6 public companies, and 14 private companies. Dr. Simoneau's career includes significant experience in private equity and venture capital. His positions as Executive Vice President, Investments of the Business Development Bank of Canada, and Senior Vice-President of the Fonds de solidarité FTQ, saw him lead a total of $1.8B of investments. Certified ICD.D by the Institute of Corporate Directors.
Dr. Vincent R. Zurawski: President and CEO of Hepregen, a leader in the development of micro-liver products. Considered a pioneer of the biotechnology industry, Dr. Zurawski was one of the founders of Centocor, playing a major role in developing and executing the company's successful cancer diagnostic product strategy. He was the founder and chief executive of Apollon, Inc. later sold to American Home Products (Wyeth Pharmaceuticals). Dr. Zurawski has experience in bioinformatics, and was the CEO of Compugen Inc., the US subsidiary of Compugen, Ltd. He is the founding President and Chief Science Officer of Varinel, Inc. a pharmaceutical company. He has been engaged in a number of other start-up biotech companies.
Your Vote is Extremely Important!
We need to protect DiagnoCure from the dissident group. Shareholders should immediately contact DiagnoCure's proxy solicitation agent Georgeson at 1-888-605-8415 or email@example.com for assistance in voting their proxy, or to obtain a replacement proxy. Thank you for your support!
DiagnoCure (TSX: CUR; OTCQX: DGCRF) is a life sciences corporation that develops and commercializes high-value cancer diagnostic tests that increase clinician and patient confidence in making critical treatment decisions. In 2008, the Corporation launched a colorectal cancer staging test through its U.S. CLIA laboratory. PrevistageTM GCC is currently available for licensing. The Corporation has granted a worldwide exclusive license to Gen-Probe, now a wholly-owned subsidiary of Hologic Inc. operating as Hologic Gen-Probe, for the development and commercialization of a prostate cancer test using PCA3, DiagnoCure's proprietary molecular biomarker. Hologic Gen-Probe's PROGENSA® PCA3 test is commercialized in Europe under CE mark and is approved for commercialization in Canada and the United States. For more information, please visit www.diagnocure.com.
This release may contain forwardlooking statements that involve known and unknown risks, uncertainties and assumptions that may cause actual results to differ materially from those expected. Forward-looking statements can be identified by the use of the conditional or forward-looking terminology such as "anticipates", "assumes", "believes", "estimates", "expects", "intend", "may", "plans", "projects", "should", "will", or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. All such forward-looking statements are made pursuant to the "safe-harbour" provisions of applicable Canadian securities laws. By their very nature, forwardlooking statements are based on expectations and hypotheses and also involve risks and uncertainties, known and unknown, many of which are beyond DiagnoCure's control. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Corporation's current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Corporation's business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and that they should not place undue reliance on these forwardlooking statements. For instance, any forward-looking statements regarding the outcome of research and development projects, clinical studies and future revenues, including those related to PROGENSA® PCA3, are based on management expectations and such outcome may vary materially depending on global political and economic conditions, dependence on collaboration partners, uncertainty of healthcare reimbursement, and marketing and distribution challenges. In addition, the reader is referred to the applicable general risks and uncertainties described in DiagnoCure's most recent Annual Information Form under the heading "Risk Factors". DiagnoCure undertakes no obligation to publicly update or revise any forwardlooking statements contained herein unless required by the applicable securities laws and regulations.
SOURCE DiagnoCure inc.
Help employers find you! Check out all the jobs and post your resume.