- Knight is failing, its CEO and Board are conflicted and
shareholders are suffering as a result
- Medison's independent nominees are accomplished industry
veterans who can objectively oversee and guide Knight
- 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 1, 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 announced that it has nominated six exceptional
pharmaceutical industry leaders (the "Nominees") for
election to Knight's Board of Directors (the "Board") at the
Company's 2019 annual general meeting, in accordance with the
Company's Advanced Notice By-Law. Other than Medison's CEO, Meir
Jakobsohn, who has served on the Knight Board since 2015, none of
the Nominees has any ties to Knight or Medison. Each Nominee is
committed to overseeing Knight for the benefit of all shareholders.
"Knight has failed to create a specialty pharmaceutical company
serving Canada and select rest-of-world markets," said Medison CEO
Meir Jakobsohn. "Shareholders, large and small, have invested their
hard-earned money hoping, like me, that Knight would succeed. For
three years, however, Knight's stock has floundered, and
shareholders simply are not seeing the returns that all of us
deserve. Rather than seizing opportunities and deploying the
Company's ample capital to build a valuable and dynamic operating
business, Knight has allowed shareholders' cash to stagnate while
Knight meekly sits on the sidelines, dabbling in lending and
banking or licensing unremarkable products with modest profit
potential."
"Even more importantly, because of Knight's stagnation, millions
of people in Canada and around the
world are being denied life-saving pharmaceutical products," Mr.
Jakobsohn continued. "Knight needs – and its shareholders deserve –
enhanced stewardship and oversight from a Board that is fully
committed to shareholders and is prepared to deploy Knight's
capital to save lives and drive the Company's performance and stock
price up."
Knight Shareholders Suffer from a Lack of Execution and
Conflicts of Interest
Knight has failed to execute its original vision – failing to
become a specialty pharmaceutical company for Canada and select
rest-of-world markets. In the past five years, the Company has only
generated $25 million in revenue and
still only operates in Canada. In
most of its efforts and transactions, Knight resembles a financing
firm or merchant bank, lending money to various and sundry
healthcare companies and investing passively in venture capital
funds. Most troubling, the Company sits on more than $750 million in shareholder cash, which generates
little or no return.
Knight's current Board and leadership suffer from serious
conflicts of interest that have caused the Company to fail to
execute Knight's founding and promising vision. The Company's CEO,
Jonathan Goodman, owns a larger
stake in one of Knight's principal competitors, Pharmascience, than
he owns in Knight. This troubling misalignment of interests between
Mr. Goodman and all other Knight shareholders is unprecedented: we
know of no other CEO that has a greater stake in his competitor's
success than in his own.
Exacerbating this conflict of interest, the Chairman is
entangled in multiple financial relationships with Knight's
management team and Knight's competitor, and the so-called
"independent" directors are all personally close to the CEO.
As importantly, the current independent directors have no
experience operating a commercial pharmaceutical business and thus
lack the expertise Knight needs to reach its true potential.
Success at Knight Requires Change at Knight
As Knight's second largest shareholder, Medison believes that
more experience and more independence in the boardroom is required
if shareholders are to expect improved results. The Nominees all
have relevant operating experience in the pharmaceutical industry.
They bring best practices and expertise from some of the world's
most respected biotechnology and pharmaceutical businesses and
experience in finance, corporate development, commercialization,
corporate governance and the capital markets.
The Nominees contribute complementary experience in various
markets around the world, including substantial experience in
Canada, Europe, the Middle
East and Africa. Medison
believes these industry veterans are well positioned to provide
Knight with the Board leadership and oversight it needs to help
Knight realize its vision and potential. The Medison Nominees
are:
- Kevin Cameron, CEO of
Ionetix, a radiopharmaceutical manufacturer, former President of
corporate governance firm Glass, Lewis
& Co., and an experienced biotech public board member;
- 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;
- Michael Cloutier, the
former General Manager of PTC Therapeutics Canada, former President
and General Manager of InterMune Canada, former President and CEO
of AstraZeneca Canada, and former President of Pharmacia Canada
(now Pfizer);
- Meir Jakobsohn, the CEO of Israel-based Medison Biotech (1995) Ltd.,
which he founded in 1996, and which has become one of the world's
leading commercial partners for pharmaceutical and biotech
companies and one of the three largest pharmaceutical companies in
Israel by sales, generating over
$250 million annually;
- Christophe Robert Jean,
the former EVP 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; and
- 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.
Full bios for the Nominees appear below and are available at
www.NewDayForKnight.com.
There is a Better Plan
Medison has developed a comprehensive strategic plan for Knight,
also available at www.NewDayForKnight.com. The plan is built on
three strategic principals:
- commercializing only high-value, innovative pharmaceutical
products that treat life-altering or life-threatening diseases, in
focused therapeutic areas;
- distributing products in multiple rest-of-world markets chosen
for their commercial attractiveness and compliance cultures;
and
- returning excess capital to Knight shareholders.
Medison believes this plan will lead to substantial share price
appreciation and more than $500
million of annual revenue by 2025, as well as the return of
at least $100 million of the
Company's cash to shareholders, immediately.
Knight's Attempts to Silence Criticism and Distract
Shareholders
Medison's efforts to improve execution and eliminate conflicts
of interest at Knight have been welcomed by shareholders but
rebuffed by the incumbent Knight Board. In fact, the Knight Board
has likely wasted millions of dollars pursuing nuisance claims
against Medison that appear to be calculated to distract
shareholders and thwart Medison's efforts to improve Knight's
performance. In particular, Knight's Board has:
- suddenly, and on pretextual grounds, sought thousands of pages
of accounting records and corporate information from Medison, after
three-and-a-half years of seemingly happy and passive ownership of
Medison;
- attempted to prevent Medison from communicating with Knight's
shareholders by stopping Medison from using Knight's TSX ticker
symbol ("GUD") in press releases;
- sued Medison to prevent Medison from spending its own money to
protect its substantial economic stake in Knight (and in the
process improperly revealed highly confidential information about
Medison); and
- demanded, for the first time, that Medison turn over dozens of
confidential and sensitive commercial and investment
agreements.
Medison believes that instead of squandering further shareholder
capital on such efforts, the Company's Board and management should
focus on improving Knight's performance.
In contrast to Knight's blatant and expensive attempts to
sidestep Medison's campaign for change and accountability, Medison
has been focused on helping Knight succeed. In the last few weeks,
Medison has:
- released an extensive analysis of the performance issues and
conflicts of interest at Knight that impede the realization of
Knight's vision and the creation of shareholder value;
- met with fellow Knight shareholders, who have shared their
concerns about Knight's underperformance, failure to execute on its
strategy and seeming inability to realize its promising vision and
opportunity;
- developed and presented to the Knight Board (and released to
shareholders) a comprehensive presentation and to fix Knight;
and
- recruited five exceptional independent director nominees to
help oversee Knight.
Medison will continue to do whatever is necessary to protect and
enhance its investment in Knight and further the interests of all
Knight shareholders.
"While Mr. Goodman frequently urges patience and claims to be
building value for his grandchildren, we believe our strategy will
build value for him, his children and his grandchildren. Long-term
value creation can and must begin today," concluded Mr. Jakobsohn.
"I am fully confident that bringing on these highly qualified,
independent board members with decades of proven success can lead
to immediate progress and improvements at Knight. I am humbled by
the overwhelming support I have heard from shareholders to this new
direction. Together, we can and will turn around Knight's
performance and stock, revamp Knight's failing strategy and
reinvigorate Knight's faltering execution."
Shareholders are encouraged to visit
www.NewDayForKnight.com for more information and to review
Medison's comprehensive plan for Knight.
Biographies of Medison's Nominees
Kevin Cameron
Mr. Cameron is the Chief Executive Officer of Ionetix
Corporation, a privately held biotechnology company focused on
providing diagnostic imaging agents and radiotherapeutics.
Before joining Ionetix, Mr. Cameron was the co-founder and
President of Glass Lewis & Co., a leading provider of corporate
governance services to institutional investors that is owned by the
Ontario Teacher's Pension Plan and the Alberta Investment
Management Company. Prior to that, Mr. Cameron was a financial and
legal officer with Moxi Digital and a legal officer of NorthPoint
Communications (NASDAQ: NPNT). Mr. Cameron started his career as an
attorney with the law firm of Kellogg, Huber, Hansen, Todd &
Evans in Washington D.C., and also
served as a law clerk for the United
States Court of Appeals for the District of Columbia
Circuit. Mr. Cameron holds a law degree from the University of Chicago and an undergraduate degree
from McGill University. Mr. Cameron
currently serves as a board member of Xyphos Biosciences, a
biotechnology company focused on next generation CAR-T therapy, as
well as ProCure Treatment Centers, a leading developer of proton
therapy centers. Between 2007 and 2018 Mr. Cameron served as a
member of the board of directors of Keryx Biopharmaceuticals
(NASDAQ: KERX), a biopharmaceutical company focused on therapies
for renal patients, that recently merged with Akebia Therapeutics
(NASDAQ: AKBA) to create a billion dollar market capitalization
company focused on renal disease. Mr. Cameron is originally from
Edmonton, Alberta and is a citizen
of Canada and the United
States.
Elaine A. Campbell
Ms. Campbell currently works part time as a consultant after
retiring in 2016. In 2016, Ms. Campbell completed her interim role
as President at Innovative Medicines Canada, having led a strategy
review and the operation of the national trade association while
the Board searched for a long-term President. Ms. Campbell retired
from AstraZeneca in 2015, having served as President and CEO of
AstraZeneca Canada Inc. since January
2012. She held a number of senior leadership roles within
the AstraZeneca US and Global organizations, including Vice
President of Global Marketed Brands, led teams located in the US
and Europe, and was the Global
head for the CRESTOR® Global Project Team, leading both Development
and Commercial groups during a period of high growth for the
medicine. Prior to joining AstraZeneca, Ms. Campbell was a Senior
Vice President and member of the Business Operating Team with
DuPont Pharmaceuticals. During her tenure with DuPont, she
held various senior leadership roles within the sales, marketing,
and business development groups in the US and in Canada. Ms. Campbell is on the Board of
Directors of MaRS Discovery District, and serves on the Advisory
Board of the University of Toronto
Department of Chemical Engineering. She was the Founding
Private Sector Co-Chair of the TOHealth! human health sciences
cluster initiative of the Toronto Regional Board of Trade and
continues to support the project as an Advisor to the Steering
Committee and as Chair of the Marketing Sub-Committee since
stepping down from the Co-Chair position in September 2015. Ms. Campbell holds a Bachelor of
Applied Science in Chemical Engineering from the University of Toronto and a Master of Business
Administration from St. Joseph's
University in Philadelphia. In May
2016 she completed the ICD Directors Education Program (DEP)
at the Rotman School of Business at the University of Toronto. Ms. Campbell is a citizen of
Canada and the United States.
Michael Cloutier
Mr. Cloutier is the Founding Partner, director and officer of
Accelera Canada Ltd., which he founded in 2016. Accelera
provides comprehensive strategic planning for global biotechnology
firms. Between 2015 and 2016, Mr. Cloutier served as General
Manager of PTC Therapeutics Canada ULC, the Canadian subsidiary of
PTC Therapeutics, Inc. (NASDAQ: PTCT), a global leader in research
and commercialization of ground-breaking therapies for orphan
diseases. From 2013 to 2015, Mr. Cloutier was President and
General Manager of InterMune Canada Inc., the Canadian subsidiary
of InterMune (NASDAQ: ITMN), a global leader in research and
commercialization of novel therapy for Idiopathic Pulmonary
Fibrosis that was acquired by Roche for $8.3
billion, and from 2010 to 2012 he served as President and
Chief Executive Officer of the Canadian Diabetes Association.
Mr. Cloutier was previously CEO of Critical Outcome Technologies
Inc., Vice President of Human Resources and Global Marketing at
Astra Zeneca, President and Chief Executive Officer of Astra Zeneca
Canada (at which time AstraZeneca was the second largest pharma
company in Canada with over 1,000
employees and experienced sales growth from approximately
$800,000 to over $1.2 billion), President of Pharmacia Canada (now
Pfizer Inc.), and President of Searle
Canada. Mr. Cloutier holds a Business Administration
Diploma from Sheridan College and a
Strategic Management Certification from Wharton Business School. He
previously served as a Director of Paladin Labs Inc., a publicly
traded specialty pharmaceutical company from July 2003 until October
2003 (when he resigned to become the President of
AstraZeneca Canada, Inc.) and as a Director of Dimethaid Research
Inc. from May 2003 until September 2004. From July
2013 to May 2017, he served as
Director and from March 2014 onward,
as Chairman, of Merus Labs International, Inc., a publicly traded
company focused on acquiring legacy and growth pharmaceutical
products. He serves as Chairman of Arylide Life Sciences, a
privately held company that commercializes healthcare products. Mr.
Cloutier is a citizen of Canada.
Meir Jakobsohn
Mr. Jakobsohn is the CEO of Israeli-based Medison Biotech (1995)
Ltd. which he founded in 1996 and spearheaded to becoming one of
the world's leading commercial partners for pharma and biotech
companies, and one of the three largest pharmaceutical companies in
Israel by sales. Under his
leadership, Medison grew to become the partner of choice for
biotech companies that produce highly innovative, cutting edge
therapeutics for commercialization in the Israeli market. Formerly,
he served as the Chief Operating Officer of M. Jakobsohn Ltd., a
pioneer in opening the Israeli market to global pharmaceutical
companies like Ciba-Geigy, which it represented between 1937 and
1995. Mr. Jakobsohn holds a BA in Economics from Bar-Ilan University and an Executive MBA from
Bradford University in the UK. Mr. Jakobsohn is also a social
entrepreneur and, among others, he founded and is the driving force
behind the "Talmud Israeli", a global educational project that
focuses on building meaningful inter-generational
(parents-children) connection through Talmudic studies and Jewish
values. Mr. Jakobsohn is a member of the Board of Directors of
Knight Therapeutics (TSX: GUD), Sabar Health and Alpha Tau Medical.
Mr. Jakobsohn is a citizen of Israel and Belgium.
Christophe Robert Jean
Mr. Jean is currently a Senior Advisor to JSB Partners, which
offers specialized investment banking and advisory services to
biotechnology and pharmaceutical companies. Between 2013 and
2018, when he retired, Mr. Jean was Executive Vice President,
Corporate Strategy, Business Development and Alliances of Ipsen
Group, a leading pharmaceutical company focused on the development
of innovative medicines in oncology, neuroscience and rare
diseases. From 2002 to 2013, Mr. Jean served as Ipsen's Chief
Operations Officer, during which time Ipsen transformed itself into
a leading specialty pharmaceutical company, was listed on Euronext
in 2005, and saw its market capitalization increase by over 400% by
the end of 2018. Mr. Jean has also served as President and Chief
Executive Officer of pharmaceutical activities at Pierre Fabre
Group, and as Head of Region Europe, Middle-East and Africa and as a member of the worldwide
Pharmaceuticals Executive Committee Board at Novartis. Mr.
Jean holds an undergraduate degree in Economics from ITAM,
Mexico City and an MBA from
Harvard Business School. Mr. Jean is a
member of the Board of Directors of Rhythm Pharmaceuticals Inc.
(NASDAQ: RYTM), a company developing therapies for the treatment of
rare genetic obesity disorders, of Keosys Group, a company
specializing in medical imaging software and related services, and
of B Cell Design, a biotechnology start-up developing innovative
products and breakthrough therapeutic concepts. Mr. Jean is a
citizen of France.
Bob Oliver
Mr. Oliver currently serves as an Executive Advisor to CELLIX
BIO Sciences, Inc., sits on the board of directors of Neurotez,
Inc., and works as both an Executive Advisor and a board member for
Hyalo Technologies. Between November
2017 and July 2018, Mr. Oliver
served as CEO of V ClinBio, an innovative biopharmaceutical company
driving the development of novel drug products for the treatment of
immune diseases. He previously served as Chairman of the
Board of Otsuka Canada Pharmaceutical Inc. and President and CEO of
Otsuka America Pharmaceutical Inc. ("OAPI"). In these
capacities, Mr. Oliver oversaw OAPI's diverse and growing product
portfolio within the neuroscience, cardiovascular, oncology and
medical device markets. From 2014 to 2016, Mr. Oliver was President
and COO of OAPI, during which time he managed a USD$6 billion P&L and was able to maintain
profitability even after the loss of exclusivity for OAPI's
flagship product, Abilify. Between 2010 and 2014, Mr. Oliver served
as OAPI's Senior Vice President of Sales and Marketing. During his
long career at OAPI, Mr. Oliver built up the organization's
commercial capabilities, partnered closely with Lundbeck to launch
Abilify Maintena, and led the transfer of commercial
responsibilities for Abilify from Bristol-Myers Squibb to OAPI.
Under his guidance, Abilify became the number one selling
pharmaceutical in the USA and
remained profitable even after the loss of patent protection. Mr.
Oliver also spearheaded a structured deal between Neurovance and
OAPI which resulted in a strategic collaboration between the
companies providing capital for a global development program and
was instrumental in transforming OAPI from a single-product company
to one with a portfolio of assets with inter-dependency across
multiple products. Mr. Oliver has more than 25 years of experience
in the pharmaceutical industry. Prior to joining OAPI, he served as
Senior Vice President, Commercial Operations, Vice President and
Global Business Manager, Oncology, and Vice President, Vaccine
Sales, at Pfizer. In these roles Mr. Oliver provided
transformational leadership as a member of the US management team
and Chair of the US sales council. From 1989 to 2005 Mr.
Oliver held senior sales and marketing positions at Johnson &
Johnson. Mr. Oliver currently serves as a member of the Board for
Academic Fellows at Eastern University,
where he mentors doctoral candidates. He has earned an MBA in
Marketing from the Haub School of Business at Saint Joseph's University, where he sits on the
Pharma Board of Directors, and also has a BA from Rutgers University. Mr. Oliver is a citizen of
the United States.
The information contained in this news release does not and is
not meant to constitute a solicitation of a proxy within the
meaning of applicable securities laws. Shareholders are not being
asked at this time to execute a proxy in favour of the Nominees. In
connection with the Company's May 7
annual meeting, Medison may file and mail a dissident information
circular in due course in compliance with applicable securities
laws.
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 contain 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.