Shareholders URGED to Vote the BLUE proxy by 9:00 a.m. on May 12, 2021
FSD Pharma Inc. (the “Company”) today announced that
Institutional Shareholder Services Inc. (“ISS”), a leading
independent international corporate governance analysis and proxy
advisory firm, has recommended that shareholders vote FOR all
Company Director Nominees (the "Management Director Nominees") in a
contested election for the Board of Directors and FOR the
elimination of the dual-class share structure (the "Dual-Class
Sunset") at the annual and special meeting of shareholders on May
14, 2021 (the "Meeting").
ISS made its recommendation in support of the Management
Director Nominees after carefully considering facts and arguments
made by the Company and by Anthony Durkacz, Zeeshan Saeed and the
other dissident shareholders' (collectively, the "Dissidents"). In
recommending that its clients vote FOR the Management Director
Nominees, ISS noted the following:
“The dissident has failed to make the case
that majority change is immediately necessary at the board
level;”
“Moreover, the board's refusal to
entertain an acquisition proposed by one of the dissidents in which
a material financial interest existed seems to have been a catalyst
for the dissident campaign, raising more questions about whether
the dissident's issues with the board are part of a personal
disagreement or truly a corporate governance structure that has
become ineffective;” and
“Finally, the dissident has not provided a
detailed and credible plan that seems likely to improve the
prospects of the company more than the company's current
plan.”
In recommending that its clients vote FOR the Dual-Class Sunset,
ISS noted the following:
“Capital structures with unequal voting
rights can entrench certain shareholders and management, insulating
them from possible takeovers or other external influence or action.
The elimination of one of the company's two common share classes
will move the company in line with best market practices, being a
share structure consisting of only one class of common shares with
one vote per share.”
To date, the Dissidents have not indicated how they plan to vote
on the Dual-Class Sunset while recommending to the other
shareholders of the Company that they abstain from voting on this
resolution. Shareholders have a right to know how those soliciting
your proxy plan to vote at the meeting. The Dissidents' failure to
address this issue is yet another transparent attempt to confuse
and mislead shareholders and indicates that they will vote against
this resolution in order to maintain their disproportionate voting
power over the Company. The Dissidents want to go against
management's plan to, as ISS puts in, "move the company in line
with best market practices".
“This recommendation re-affirms our position that we have the
right nominees and the right strategy to continue to build positive
momentum,” said Dr. Raza Bokhari, CEO and Executive Chairman of FSD
Pharma. “We echo ISS’ recommendations that shareholders vote using
only the BLUE proxy for all Management Director Nominees and
resolutions, to keep the Company on its path towards significant
value creation. This is a pivotal moment in the Company’s history.
We urge all shareholders to ensure that their voice is heard by
immediately voting their BLUE
proxy.”
Vote the BLUE proxy for the
Management Director Nominees
FSD Pharma urges shareholders to go to FSD Pharma’s website
www.fsdfuture.com to cast their vote electronically and for
additional information on how the Company has the right strategy
and the right Management Director Nominees to build on its positive
momentum towards value creation for all shareholders. Shareholders
should contrast this plan with that of the Dissidents, whose
self-serving approach pulls the Company backwards, making promises
that are unlikely to materialize into real shareholder value
creation.
To ensure that their proxy votes are counted at the Meeting,
shareholders are urged to please vote immediately to ensure their
proxies are received by no later than 9:00 a.m. (Toronto time) on
May 12, 2021. Shareholders with questions or who require assistance
voting their shares should contact the Company's proxy solicitation
agent, Gryphon Advisors Inc. at 1.833.292.5847 toll-free in North
America (1.416.902.5565 by collect call) or by email at
inquiries@gryphonadvisors.ca.
About FSD Pharma
FSD Pharma Inc. (www.fsdpharma.com) is a publicly-traded holding
company.
FSD BioSciences, Inc., a wholly-owned subsidiary, is a specialty
biotech pharmaceutical R&D company focused on developing over
time multiple applications of its lead compound, ultramicro PEA by
down-regulating the cytokines to effectuate an anti-inflammatory
response.
The Company filed an IND with the FDA on August 28, 2020 and was
approved on September 25, 2020 to initiate a phase 2 clinical trial
for the use of FSD201 to treat COVID-19, the disease caused by the
SARS-CoV-2 virus. The trial is currently underway and is expected
to randomize 352 patients in a controlled, double-blind multicenter
study.
Severe COVID-19 is characterized by an over-exuberant
inflammatory response that may lead to a cytokine storm and
ultimately death. The Company is focused on developing ultra-micro
PEA for its anti-inflammatory properties to avoid the cytokine
storm associated with acute lung injury in hospitalized COVID-19
patients.
The Company is not making any express or implied claim that its
product has the ability to eliminate, cure or contain the COVID-19
(or SARS-2 Coronavirus) infection at this time.
Forward-Looking Statements
Neither the Canadian Securities Exchange nor its regulation
services provider accept responsibility for the adequacy or
accuracy of this press release.
Certain statements contained in this press release constitute
"forward-looking information" and "forward-looking statements"
within the meaning of applicable Canadian and U.S. securities laws
(collectively, "Forward-Looking Information"). Forward-Looking
Information includes, but is not limited to, information with
respect to FSD Pharma’s strategy, plans or future financial or
operating performance, the solicitation of proxies and voting in
respect of the Meeting, the Dissidents, the intentions of the
Dissidents or their director nominees, the impact of the
Dissidents' director nominees or the Management Director Nominees,
if elected, on the financial condition, operations, business and
strategies of the Company and its shareholder value, future plans
or prospects of the Company, receipt of any FDA or other regulatory
approvals, the completion of any trials regarding the use of
FSD-201 to treat COVID-19 or to treat canine and feline
gastro-intestinal diseases, the safety of FSD-201 or whether
FSD-201 may be effective in treating COVID-19 or to treat canine
and feline gastro-intestinal diseases. The use of words such as
"budget", "intend", "anticipate", "believe", "expect", "plan",
"forecast", "future", "target", "project", "capacity", "could",
"should", "focus", "proposed", "scheduled", "outlook", "potential",
"estimate" and other similar words, and similar expressions and
statements relating to matters that are not historical facts, or
statements that certain events or conditions "may" or "will" occur,
are intended to identify.
Forward-Looking Information is based on FSD Pharma’s current
beliefs or assumptions as to the outcome and timing of such future
events. Such beliefs or assumptions necessarily involve known and
unknown risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in such
Forward-Looking Information. Certain of these risks and
uncertainties are described in the Circular and the Company’s
continuous disclosure filings available under the Company’s SEDAR
profile at www.sedar.com and under the Company’s EDGAR profile at
www.sec.gov. Forward-Looking Information is not a guarantee of
performance. The Forward-Looking Information contained in this
press release is made as of the date hereof, and FSD Pharma is not
obligated to update or revise any Forward- Looking Information,
whether as a result of new information, future events or otherwise,
except as required by law. Because of the risks, uncertainties and
assumptions contained herein, investors should not place undue
reliance on Forward Looking-Information. The foregoing statements
expressly qualify any Forward-Looking Information contained
herein.
For up to date information and convenience in voting please
visit www.fsdfuture.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210505006114/en/
Investors: Gryphon Advisors Inc. 1.833.292.5847 toll-free
in North America (1.416.902.5565 by collect call)
inquiries@gryphonadvisors.ca www.fsdfuture.com Nathan Coyle,
Interim Chief Financial Officer, FSD Pharma Inc.
ncoyle@fsdpharma.com Media: Joel Shaffer Longview
Communications and Public Affairs jshaffer@longviewcomms.ca
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