There is more interesting background in an SEC filing. sec.gov
I hope this formats okay, because I don't have time to pretty it up:
On December 15, 2016, the Company and venBio entered into a confidentiality agreement for purposes of settlement negotiations.
On December 20, 2016, Dr. David Goldenberg, Chairman, Chief Scientific Officer, and Chief Patent Officer of the Company, and Brian Markison, Lead Independent Director of the Company, met with principals of venBio to discuss the ensuing proxy contest and ideas regarding the future of the Company and its business.
On December 26, 2016, the Company sent to venBio a term sheet proposing terms on which the proxy contest could be settled. In the term sheet, the Company proposed, among other things:
· The composition of the Board would be reconstituted to have the following eight members:
· venBio would designate two of venBio’s candidates as directors;
· venBio and the Company would appoint two new mutually agreed upon independent directors; and
· incumbent independent directors Brian A. Markison and Mary E. Paetzold, as well as Dr. David M. Goldenberg and Cynthia L. Sullivan would remain on the Board.
· The Board would elect a new independent Chairman of the Board as of June 30, 2017.
· The Board would develop a succession plan for management that would need to be approved by the Independent Committee by the time the Company submits a BLA to the FDA for accelerated approval of IMMU-132 for patients with metastatic triple-negative breast cancer (expected to be submitted in mid-2017).
· The Board would form an independent committee as follows:
· The independent committee would be comprised of four independent directors, two of whom would be designated by venBio, two of whom would be designated by the Company;
· The independent committee would review and approve any (i) sale of the Company or similar significant M&A transaction involving the Company and (ii) licensing or partnering deal of the Company; and
· The Company would have to submit any transaction to a stockholder vote that was not approved by the independent committee.
· venBio would agree to customary standstill restrictions until 30 days prior to the deadline for submission of stockholder nominations for the Company’s 2017 annual meeting of stockholders.
On December 28, 2016, representatives of the Company spoke with venBio to discuss the term sheet.
On January 4, 2017, venBio sent the Company a revised term sheet, rejecting the Company’s settlement proposal and instead demanding, among other things, the following:
· The composition of the Board would be reconstituted to have the following seven members:
· venBio would designate three of venBio’s candidates as directors;
· venBio and the Company would appoint one new mutually agreed upon independent director;
· incumbent independent directors Brian A. Markison and Mary E. Paetzold, as well as Dr. David M. Goldenberg would remain on the Board.
· Dr. David Goldenberg would be required to tender his irrevocable resignation from the Board and all committees thereof effective on the earlier of (i) June 30, 2017, (ii) the date of the Company’s submission of a BLA to the FDA for accelerated approval of IMMU-132 for patients with metastatic triple-negative breast cancer and (iii) a “Resignation Event” (described below);
· Cynthia L. Sullivan would be required to tender her irrevocable resignation from all positions held by her on the Board and any committee thereof and at the Company and any of its subsidiaries effective upon the execution of the settlement agreement.
· The Board would form an independent committee as follows:
· The Board would delegate all delegable powers and authority of the Board to the independent committee;
· The independent committee would be comprised of the three venBio directors, the incumbent independent directors, and the new independent director who is mutually agreeable to both venBio and the Company;
· The independent committee would review and approve any (i) sale of the Company or similar significant M&A transaction involving the Company, (ii) licensing or partnering deal, (iii) strategic discussions, (iv) changes in management of the Company, and (v) any other material transaction, change or event;
· The Board would be prohibited from approving or entering into any transaction without the prior approval of a majority of the members of the independent committee;
· In event that the independent committee is not permitted to undertake a transaction or other action without the approval of the Board pursuant to Delaware law and a majority of the members of the independent committee approves such transaction or other action (a “Resignation Event”), Dr. David Goldenberg would offer to resign from the Board and all committees thereof and the independent committee would be entitled to accept or reject such resignations in its own discretion; and
· A venBio director (or a person designated by a venBio director) would serve as a liaison between any third parties and the independent committee/Board/Company.
· The independent committee would retain a nationally-recognized search firm to conduct a search for a new CEO of the Company.
· venBio would not be subject to any standstill restrictions.
· The Company would reimburse venBio for all of its expenses.
On January 8, 2017, the Board formally resolved to, with immediate effect, expand the size of the Board and appoint Messrs. Aryeh, Cox, Forrester and Oliver to the Board. The Board further resolved to nominate the director candidates named in this Supplement for election to the Board at the 2016 Annual Meeting. Later in the evening, the Company terminated its confidentiality agreement with venBio. |
