- Knight has a tremendous opportunity to create value, but is
currently on the wrong path
- Medison's experienced and independent director nominees are
committed to pursuing a common-sense, low-risk plan that creates
value for all shareholders
- More information on the director nominees and Medison's
comprehensive plan for Knight, including plans to return at least
$100 million of excess capital to
Knight shareholders in the form of a special dividend or share
buyback, is available at www.NewDayForKnight.com
PETACH TIKVA, Israel,
April 16, 2019 /CNW/ - Medison
Biotech (1995) Ltd. ("Medison"), which together with its
affiliates owns more than 10.4 million shares or 7.3% of Knight
Therapeutics, Inc. (TSX: GUD) ("Knight" or the
"Company"), today issued an open letter to Knight
shareholders. Included below, the letter provides an overview
of Medison's highly qualified, independent director nominees and
its common-sense, low-risk plan to build long-term value for the
Company and its shareholders.
"Knight has a tremendous opportunity to create shareholder value
and save patient lives, which is exactly what we've successfully
done with Medison in Israel," said
Meir Jakobsohn, CEO of Medison. "But today, Knight is on the wrong
path, as is clear from its poor operating results and share price
performance. Our sole interest in this campaign is to unlock
value for all Knight shareholders, but to do that the Company
requires an experienced, independent Board and a focused,
common-sense plan."
Mr. Jakobsohn continued, "In addition to me, our five
exceptional nominees are truly independent and highly experienced
executives with proven track records of improving results in pharma
companies around the world. They will help Knight realize its
potential with a plan that targets a multi-billion market
opportunity and is actually far lower risk than the illiquid loans
and venture capital investments that constitutes the bulk of
Knight's activities today. I urge all Knight shareholders to
learn more and support our directors at the upcoming annual
meeting. Together, we can begin a New Day for Knight."
The full body of the letter to Knight shareholders is included
below:
Medison has nominated five completely independent directors +
Medison CEO Meir Jakobsohn.
Medison's five exceptional and independent nominees are not
people that Meir Jakobsohn, Medison's CEO, knew before they were
nominated. They have no business connections or relationships with
Medison. When Medison decided to nominate directors to Knight's
Board, we actively sought out operating executives from the global
pharma industry who can bring sorely needed expertise to Knight's
boardroom.
- Kevin Cameron, the CEO of
Ionetix, developer of cyclotron technology developed at
MIT, former President of corporate
governance firm Glass, Lewis & Co., and an experienced biotech
public board member. (Citizenship: Canada, USA)
- Elaine A. Campbell, the
former President and CEO of AstraZeneca Canada and former SVP of
DuPont Pharmaceuticals, with operating roles in sales, marketing
and business development in the United
States and Canada.
(Citizenship: Canada, USA)
- Michael Cloutier, the
former General Manager of PTC Therapeutics Canada, former President
and General Manager of InterMune Canada (now Roche), former
President and CEO of AstraZeneca Canada, and former President of
Pharmacia Canada (now Pfizer). (Citizenship: Canada)
- Meir Jakobsohn, the CEO of Israel-based Medison Biotech which he founded
in 1996, and which has become one of the world's leading commercial
partners for pharma and biotech companies and the second largest
pharma company in Israel by sales,
generating over $250 million
annually. (Citizenship: Israel,
Belgium)
- Christophe Robert Jean,
the former EVP for Corporate Strategy, Business Development and
Strategic Alliances of Ipsen Group, former President and CEO of the
pharmaceutical operations of Pierre Fabre Group and former Head of
Region Europe, Middle-East and
Africa for Novartis. (Citizenship:
France)
- Bob Oliver, the former
President and CEO of Otsuka America Pharmaceutical, former Chairman
of Otsuka Canada Pharmaceutical and former SVP for Commercial
Operations at Pfizer. (Citizenship: USA)
We are proposing a common sense business plan for
Knight.
Our plan is not "risky" as Knight would have you believe. It
doesn't involve licensing early stage compounds or drugs. Knight
simply made this up to scare you. Our plan is based on in-licensing
high-value drugs that are approved or very close to approval in
the United States or Europe and then commercializing them in
Canada and other "rest of world"
markets. This is what we have done successfully at Medison for the
Israeli market. In the last three years, we have licensed 15 such
products: 12 of them were already FDA or EU approved and the others
have since become approved. Our plan involves no "gambling" or
clinical risk.
Our business plan allows Knight to tap a massive,
multi-billion dollar market opportunity.
Innovative biotech companies with approved products need a
reliable partner to access and commercialize their products in
Canada and other "rest of world"
markets. We know this because three of our nominees are Canadians
with extensive experience in the pharma business and Medison's
pharma and biotech partners are seeking access to Canada. Knight can and should be this partner,
creating a thriving and profitable business that can reward all
shareholders in the form of strong profits and a higher stock
price. We are enthusiastic about this opportunity but do not
believe Knight can execute it without a new plan and a new
Board.
This fight has absolutely nothing to do with Medison.
Medison has been very successful, growing out sales nearly 5x in
the past decade and continuing to be extremely profitable. We have
paid dividends of over $100 million
from our earnings in just the last five years. We have recently
in-licensed 15 attractive products and certainly don't need
Knight's help or cash to continue to be successful. Like all Knight
shareholders, of course, we want the value of our Knight stock to
appreciate.
In 5 years, Knight has not built a pharma business. Or any
business.
Knight seems content to sit on cash, without making any progress
or even having a plan. Cash reserves cannot generate good returns
for shareholders. Knight's CEO, Jonathan
Goodman, owns a substantial stake in a competing business
that has been actively in-licensing new products and
commercializing them, while Knight sits idle.
Knight's activities involve substantial risk, with little
commercial or business upside.
Knight has mainly used shareholder money to make illiquid loans
to struggling companies (some of which are owned by Mr. Goodman or
the Chairman of Knight's Board or their friends) and make illiquid
investments into venture capital firms that fund early- stage
biotech companies. Knight has now admitted its venture capital
investments were a mistake. How could Knight's Board justify using
the Company's cash to help Knight's Chairman invest in a company
for his fund? These illiquid investments and loans involve
substantial risk to our capital.
Many of the largest institutional and professional investors
in Knight have lost confidence and have been selling their stock
because of Knight's lack of progress and success.
That is why, in part, the stock has not grown in value in more
than three years. As investors, we should not have to wait for our
grandchildren to grow old before our investment is worth anything –
as Mr. Goodman has encouraged us to do. With substantial operating
losses and just $12 million in
revenue after five years, it is no wonder that investors do not
find Knight's stock an attractive investment.
Medison encourages shareholders to read its Information
Circular, available at www.NewDayForKnight.com for the complete,
truthful story about Knight's failure to create value for
shareholders and the best way forward.
Medison has engaged Olshan Frome Wolosky LLP and Goodmans LLP as
legal advisors.
About Medison
Medison is one of the world's largest commercial partners of
leading global biotech companies. Backed by three generations of
experience in the healthcare industry since 1937, Medison is
uniquely qualified to provide the complete spectrum of integrated
services for international companies looking to enter or expand
their presence in Israeli and selected ROW markets. Over the years,
Medison has become the partner of choice for biotech companies that
produce highly innovative, cutting edge therapeutics for
commercialization in the Israeli market and is currently one second
largest pharmaceutical company in Israel, with over CAD
250 million in revenues annually and over 270
employees. Medison runs a corporate venture arm with a
dedicated research and evaluation team boasting deep scientific and
commercial backgrounds. Medison also operates a scouting program to
cater to its partners and is an active investor in life science
projects around drug development and digital health.
Additional information can be found
at www.medison.co.il.
Forward Looking Statement
This news release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws, including, without limitation, Medison's and
Knight's respective priorities, plans and strategies. All
statements and information, other than statements of historical
fact, included herein are forward-looking statements, including,
without limitation, statements regarding activities, events or
developments that Medison expects or anticipates may occur in the
future. These forward-looking statements can be identified by the
use of forward-looking words such as "may", "will", "expect",
"intend", "plan", "estimate", "anticipate", "believe" or "continue"
or similar words and expressions or the negative thereof. There can
be no assurance that the plans, intentions or expectations upon
which these forward-looking statements are based will occur or,
even if they do occur, will result in the performance, events or
results expected. We caution readers not to place undue reliance on
forward-looking statements contained herein, which are not a
guarantee of performance, events or results and are subject to a
number of risks, uncertainties and other factors that could cause
actual performance, events or results to differ materially from
those expressed or implied by such forward-looking statements.
These factors include: changes in Knight's strategies, plans or
prospects; general economic, industry, business, regulatory and
market conditions; actions of Knight and its competitors;
conditions in the pharmaceutical industry; risks relating to
government regulation and changes thereto, including in respect of
the regulations concerning board composition, proxy solicitation
and shareholder meetings; the state of the economy including
general economic conditions globally and economic conditions in the
jurisdictions in which Knight operates; the unpredictability and
volatility of Knight's share price; and dilution and future sales
of securities of the Company. These factors should not be construed
as exhaustive. Certain forward-looking statements contained herein
may be considered to be future-oriented financial information or a
financial outlook for the purposes of applicable Canadian
securities laws. Future oriented financial information and
financial outlook contained herein about prospective financial
performance, financial position or cash flows are based on
assumptions about future events, including economic conditions and
proposed courses of action, based on the applicable management
team's assessment of the relevant information available to them at
the applicable time, and to become available in the future. In
particular, the information contains projected operational
information for future periods which are based on a number of
material assumptions and factors. The actual results of the
applicable operations for any period could vary from the amounts
set forth in these projections, and such variations may be
material. Further, there is no assurance or guarantee with respect
to the prices at which any securities of Knight will trade, and
such securities may not trade at prices that may be implied herein.
See above for a discussion of the risks that could cause actual
results to vary from such forward-looking statements. Readers are
cautioned that all forward-looking statements involve known and
unknown risks and uncertainties, including those risks and
uncertainties detailed in the continuous disclosure and other
filings of Knight, copies of which are available on the System for
Electronic Document Analysis ("SEDAR") at www.sedar.com. We urge
you to carefully consider those risks and uncertainties. The
forward-looking statements contained herein are expressly qualified
in their entirety by this cautionary statement. Unless expressly
stated otherwise, the forward-looking statements included herein
are made as of the date of this news release and Medison disclaims
any obligation to publicly update such forward-looking statements,
except as required by applicable law.
SOURCE Medison Biotech Ltd.