Enzo Disappointed in Harbert’s Lawsuit Aimed at Disenfranchising Shareholders
February 07 2020 - 8:00AM
Business Wire
Activist Attempts to Prevent Enzo Shareholders
from Exercising Their Right to Vote on Board Expansion Proposal
Enzo Biochem, Inc. (NYSE:ENZ) (the “Company”) today disclosed
that Harbert Discovery Fund, LP (“Harbert”) filed a lawsuit against
the Company and the members of its board of directors (“Board”) in
the U.S. District Court for the Southern District of New York.
Enzo commented as follows:
“We are disappointed but not surprised by the actions of
Harbert. Harbert has acted to disenfranchise Enzo shareholders and
taken the extraordinarily aggressive step of filing a meritless
lawsuit against our Company and our directors in order to deny
shareholders their right to vote on a proposal to expand the size
of the Board, a proposal we added to the Annual Meeting agenda as a
result of feedback from investors. Harbert is demanding that the
court invalidate our proposal to provide shareholders an additional
choice of how to constitute their Board or, alternatively, asking
the court to require approval by an 80% supermajority of
outstanding shares.
This lawsuit underscores in stark terms that Harbert is not
interested in shareholder democracy or allowing other shareholders
the ability to decide the future of Enzo’s Board composition and
structure. By filing this lawsuit, Harbert demonstrates its fear
that the majority of Enzo shareholders will support the Enzo
proposal and Harbert’s willingness to resort to extraordinary
tactics to circumvent the will of Enzo shareholders. This reveals
what we have previously stated is Harbert’s true aim: to take
effective control of the Company regardless of the desires of
Enzo’s other shareholders. This appears to be the real reason why
Harbert has rejected our multiple attempts to resolve this contest
amicably.
Enzo is determined to defend against this lawsuit, which appears
to be a bullying tactic designed to intimidate Enzo’s directors
into withdrawing its Board expansion proposal, in order to allow
its shareholders to have a say on whether or not to expand the size
of the Board.”
Important Additional Information and
Where to Find It
Enzo Biochem, Inc. (the “Company”) has filed and mailed to
shareholders a definitive proxy statement and proxy supplement on
Schedule 14A and accompanying WHITE proxy card with the Securities and
Exchange Commission (the “SEC”) in connection with the solicitation
of proxies from the Company’s shareholders with respect to its 2019
Annual Meeting of Shareholders. The Company has filed in
preliminary form and intends to file and mail to shareholders a new
definitive proxy supplement and new GOLD proxy card. Shareholders are strongly
encouraged to read the Company’s proxy statement, proxy
supplements, accompanying GOLD
proxy card and all other documents filed with the SEC as they
become available carefully and in their entirety as they contain
important information.
Certain Information Regarding
Participants to the Solicitation
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from shareholders
in connection with the Company’s 2019 Annual Meeting of
Shareholders. Information regarding the direct and indirect
interests, by security holdings or otherwise of the Company’s
participants is set forth in the Company’s definitive proxy
statement and proxy supplement for the 2019 Annual Meeting of
Shareholders filed with the SEC on December 5, 2019 and December
31, 2019, respectively. The Company’s definitive proxy statement
and proxy supplement can be found on the SEC’s website at
www.sec.gov or the Company’s website at
http://www.enzo.com/corporate/investor-information.
Forward-Looking
Statements
Except for historical information, the matters discussed in this
release may be considered "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements include declarations regarding the intent, belief
or current expectations of the Company and its management,
including those related to cash flow, gross margins, revenues, and
expenses which are dependent on a number of factors outside of the
control of the Company including, inter alia, the markets for the
Company’s products and services, costs of goods and services, other
expenses, government regulations, litigation, and general business
conditions. See Risk Factors in the Company’s Form 10-K for the
fiscal year ended July 31, 2019. Investors are cautioned that any
such forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties that
could materially affect actual results. The Company disclaims any
obligations to update any forward-looking statement as a result of
developments occurring after the date of this release.
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version on businesswire.com: https://www.businesswire.com/news/home/20200207005065/en/
Elliot Sloane ESPR LLC (917) 291-0833 Elliot.espr@gmail.com
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