- ISS, an independent, third-party proxy advisory firm, recommends Sernova’s shareholders vote FOR all management’s director nominees using ONLY management’s WHITE proxy.
- ISS notes the dissidents failed to present a detailed explanation of their case and there does not seem to be a compelling case that change at
Sernova is warranted at this time. - Shareholders who have questions or need assistance with voting their shares should contact Sernova Corp.’s strategic advisor and proxy solicitation agent
Laurel Hill Advisory Group by telephone at 1-877-452-7184 or by email at assistance@laurelhill.com.
ISS is a leading independent, third-party proxy advisory firm which provides proxy voting recommendations to pension funds, investment managers, mutual funds, and other institutional shareholders.
Reasons for ISS’ Support of Sernova’s Management Nominees
In reaching its conclusion to recommend that Sernova’s shareholders vote FOR the Corporation’s management nominees and reject the attempt of a group of dissident shareholders to impose their director nominees on
“As the dissident has failed to present a detailed explanation of its case, there does not seem to be a compelling case that change is warranted at this time. The case for change is further impaired by the fact that the dissident has targeted two of the more tenured and experienced board members.... As such, the election of the dissidents to the board carries risk to cause an additional near-term impact at the management level which diverges from a status quo that does not seem unreasonable. Shareholders are therefore recommended to vote on the management proxy card for the eight management nominees.”
ISS’ review of dissident shareholders reasons for proposing change on Sernova’s board shows that a number of claims the dissidents made in their communications with Sernova’s shareholders are unsubstantiated:
“The dissident's arguments do not provide context in support of its claims, and the proposed solution does not include a reasoned basis for how it could lead to a superior outcome. As the dissident has not made a compelling case that board change is necessary at this time, votes on the management proxy card for the eight management nominees are warranted.... Moreover, the company's ability to secure relevant industry partnerships, as evidenced by its agreement secured with Evotec during 2022, seems difficult to call into question. The board has overseen the successful up-listing of the company to the TSX and there are members of the incumbent board which have sat on NASDAQ-listed biotech boards. In addition, the company seems to communicate interim data or study progress updates to shareholders multiple times annually and continues to provide this information at investor conferences, making broad-based allegations with respect to company communication look dubious.”
Vote FOR your Management Nominees using ONLY Management’s WHITE Proxy
It is up to you to protect the value of your investment in
Sernova’s management nominees,
YOUR VOTE HAS NEVER BEEN MORE IMPORTANT. VOTE YOUR SHARES FOR SERNOVA’S MANAGEMENT NOMINEES AS SOON AS POSSIBLE, REGARDLESS OF THE NUMBER OF SHARES YOU OWN
Shareholders are encouraged to read Sernova’s management information circular and vote your shares as soon as possible. The deadline for voting your shares is at
Sernova’s board of directors recommends that shareholders vote FOR all of the management director nominees and meeting resolutions using only the WHITE proxy.
Shareholder Questions
Shareholders who have any questions or require assistance with voting may contact Sernova’s proxy solicitation agent and shareholder communications advisor:
Toll Free: 1-877-452-7184 (for shareholders in
International: +1 416-304-0211 (for shareholders outside
By Email: assistance@laurelhill.com
ABOUT
FOR FURTHER INFORMATION, PLEASE CONTACT:
Corporate | Investors | Media |
VP, Investor Relations christopher.barnes@sernova.com Tel: 519-902-7923 www.sernova.com | cdavis@lifesciadvisors.com Tel: 212-915-2577 | emiller@lifescicomms.com Tel: 646-791-9705 |
FORWARD-LOOKING INFORMATION
This release contains statements that, to the extent they are not recitations of historical facts, may constitute “forward-looking statements” that involve various risks, uncertainties, and assumptions, including, without limitation, statements regarding the prospects, plans, and objectives of the company. Wherever possible, but not always, words such as "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential for" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur are used to identify forward-looking statements. These statements reflect management’s beliefs with respect to future events and are based on information currently available to management on the date such statements were made. Many factors could cause Sernova’s actual results, performances or achievements to not be as anticipated, estimated or intended or to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors could include, but are not limited to, the company’s ability to secure additional financing and licensing arrangements on reasonable terms, or at all; ability to conduct all required preclinical and clinical studies for the company’s Cell Pouch System and or related technologies, including the timing and results of those trials; ability to obtain all necessary regulatory approvals, or on a timely basis; ability to in-license additional complementary technologies; ability to execute its business strategy and successfully compete in the market; and the inherent risks associated with the development of biotechnology combination products generally. Many of the factors are beyond our control, including those caused by, related to, or impacted by the novel coronavirus pandemic. Investors should consult the company’s quarterly and annual filings available on www.sedar.com for additional information on risks and uncertainties relating to the forward-looking statements.
Source:
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