Peregrine Pharmaceuticals, Ronin Trading and SW Investment Management Announce Settlement Agreement
November 28 2017 - 8:05AM
Peregrine Pharmaceuticals, Inc. (NASDAQ:PPHM) (NASDAQ:PPHMP)
(“Peregrine”) and Ronin Trading, LLC and SW Investment
Management LLC (together, "Ronin/SWIM"), collectively
Peregrine’s largest stockholder, today announced that they have
entered into a settlement agreement (the “Agreement”) regarding the
composition of Peregrine’s board of directors and certain matters
related to the upcoming 2017 Annual Meeting of Stockholders
scheduled for January 18, 2018.
Under the terms of the Agreement, on November
27, 2017, directors Steven W. King, Carlton M. Johnson, Jr., Eric
S. Swartz and David H. Pohl each tendered his resignation,
effective immediately, from Peregrine’s board of directors, and
from the board of directors of its wholly-owned subsidiary, Avid
Bioservices, Inc. The vacancies created by these resignations
were immediately filled by three individuals who were nominated by
Ronin/SWIM for election at Peregrine’s upcoming 2017 Annual Meeting
of Stockholders (Richard B. Hancock, Gregory P. Sargen and Joel
McComb), and one director (Joseph Carleone, Ph.D.) who is
independent of Ronin/SWIM and new to Peregrine. Roger J.
Lias, Ph.D., Mark R. Bamforth and Patrick D. Walsh, the remaining
members of Peregrine’s and Avid’s original boards, will continue to
serve in their respective roles with the company.
“We are pleased to have reached an agreement
with Ronin/SWIM and believe that the addition of Messrs. Carleone,
Hancock, McComb and Sargen, each with significant experience in the
biomanufacturing industry, will add great value as we work to
establish Avid as a leading contract development and manufacturing
organization,” stated Roger J. Lias, Ph.D., President of Avid
Bioservices.
Stephen White of Ronin/SWIM said, “We are
pleased that we were able to reach a constructive agreement with
Peregrine to reconstitute the board with new independent directors.
Rick, Greg, Joel and Joe bring important experience, expertise and
perspectives to Peregrine, and we are confident that they, together
with Roger, Mark and Pat, will be able to successfully lead the
company forward and deliver value for stockholders.”
As part of the Agreement, Ronin/SWIM, which
collectively beneficially owns 9.6% of Peregrine’s outstanding
shares of common stock, withdrew its nomination of six candidates
for election to Peregrine’s board of directors at the upcoming 2017
Annual Meeting of Stockholders and has agreed to certain standstill
restrictions until the date that is thirty calendar days after the
2018 Annual Meeting of Stockholders. Peregrine has also agreed to
re-nominate a number of Ronin/SWIM’s appointees at the 2018 Annual
Meeting of Stockholders.
The complete Agreement will be included as an
exhibit to the company’s current report on Form 8-K, which
will be filed with the Securities and Exchange Commission.
New Directors
- Joseph Carleone, Ph.D. (independent
appointee): Dr. Carleone is Chairman of the Board of
AMPAC Fine Chemicals LLC, a leading manufacturer of pharmaceutical
active ingredients. Prior to this position, Dr. Carleone was
President, Chief Executive Officer and director of American Pacific
Corporation, a leading custom manufacturer of fine and specialty
chemicals and propulsion products. Dr. Carleone has also
served or currently serves as an officer and/or a director of
several directly or indirectly wholly-owned subsidiaries of
American Pacific Corporation. Dr. Carleone received his
bachelor’s degree in Mechanical Engineering from Drexel University,
Philadelphia, Pennsylvania, in 1968; his master’s degree in Applied
Mechanics from Drexel University in 1970; and his doctorate degree
in Applied Mechanics from Drexel University in 1972.
- Richard B. Hancock (Ronin/SWIM
appointee): Richard (Rick) B. Hancock has
worked in the biologic CDMO industry for over 30 years in various
operational and executive roles, serving most recently as President
and CEO of Althea Technologies, Inc., a large molecule CDMO
producing a wide range of biologics, vaccines and parenteral
products. In addition to Althea, Mr. Hancock has held senior
management positions at The Immune Response Corporation, and
Hybritech Inc. (now part of Eli Lilly & Company), and he is
currently the Chairman of the Board and Executive Director of
Argonaut Manufacturing Services, Inc., a CDMO focused on the
biotechnology and life sciences industries. Mr. Hancock received a
BA in Microbiology from Miami University.
- Joel McComb (Ronin/SWIM appointee): Joel
McComb is the CEO, Chairman and Co-Founder of BioSpyder
Technologies, Inc. Prior to BioSpyder, Mr. McComb served as Senior
Vice President and General Manager of Illumina, Inc., President of
GE Healthcare’s Life Sciences and Discovery Systems division, and
President of GE Healthcare’s Interventional Medicine division.
Prior to GE Healthcare, Mr. McComb was the President, CEO and a
director of Innovadyne Technologies, Inc., and held various
positions at Beckman Coulter, Inc., and Charles River Laboratories
(at the time a division of Bausch & Lomb Inc.) where he was a
National Business Manager for the company’s monoclonal antibody
CDMO division. Mr. McComb earned a Bachelor of Science degree in
Genetics from the University of California, Davis and an MBA from
Golden Gate University.
- Gregory P. Sargen (Ronin/SWIM
appointee): Gregory P. Sargen currently serves as
Executive Vice President – Corporate Development and Strategy of
Cambrex Corporation (NYSE:CBM) (“Cambrex”), a global manufacturer
and provider of services to life sciences companies. Prior to
his current role, Mr. Sargen served as Executive Vice President and
Chief Financial Officer of Cambrex. Prior to Cambrex, Mr.
Sargen served as Vice President of Finance – Chemicals
Manufacturing Division of Fisher Scientific International Inc.
(n/k/a Thermo Fisher Scientific Inc.) (NYSE:TMO), and held
positions with Merck & Co., Inc. (NYSE:MRK), Heat and Control,
Inc. and Ernst & Young LLP. Mr. Sargen is a Certified Public
Accountant (non-practicing) and holds an MBA in Finance from The
Wharton School of the University of Pennsylvania and a B.S. in
Accounting from Pennsylvania State University.
About Peregrine Pharmaceuticals,
Inc.Peregrine Pharmaceuticals, Inc. is a company
transitioning from an R&D focused business to a pure play
contract development and manufacturing organization (CDMO).
Peregrine's in-house CDMO services, including cGMP manufacturing
and development capabilities, are provided through its wholly-owned
subsidiary Avid Bioservices, Inc. (www.avidbio.com).
Peregrine is pursuing licensing or selling its
proprietary R&D assets, including its lead immunotherapy
candidate, bavituximab, which is currently being evaluated in
clinical trials in combination with immune stimulating therapies
for the treatment of various cancers. For more information,
please visit www.peregrineinc.com.
About Avid Bioservices, Inc.
Avid Bioservices, a wholly owned subsidiary of
Peregrine Pharmaceuticals, provides a comprehensive range of
process development, high quality cGMP clinical and commercial
manufacturing services for the biotechnology and biopharmaceutical
industries. With over 20 years of experience producing
monoclonal antibodies and recombinant proteins in batch, fed-batch
and perfusion modes, Avid's services include cGMP clinical and
commercial product manufacturing, purification, bulk packaging,
stability testing and regulatory strategy, submission and support.
The company also provides a variety of process development
activities, including cell line development and optimization, cell
culture and feed optimization, analytical methods development and
product characterization. For more information about Avid,
please visit www.avidbio.com.
About Ronin Trading, LLCRonin
Trading, LLC and its affiliate Ronin Capital, LLC are global,
multi-strategy proprietary trading firms.
About SW Investment Management
LLC SW Investment Management LLC is an investment
adviser based in Chicago.
Contacts:
Stephanie Diaz (Investors)
Vida Strategic Partners
415-675-7401
sdiaz@vidasp.com
Tim Brons (Media)
Vida Strategic Partners
415-675-7402
tbrons@vidasp.com
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