Just posting the letter for reference.
Institutional Investors Release Letter to Vion Pharmaceuticals, Inc.
Investors Request Three Members Be Added to the Board of Directors
NEW YORK, Apr 23, 2002 /PRNewswire via COMTEX/ -- Entities managed by Para Advisors, Inc., institutional shareholders of Vion Pharmaceuticals, Inc. (Nasdaq: VION chart, msgs), today released the text, set forth below, of a letter sent to the Board of Directors of Vion reiterating their desire to see three new, highly-qualified individuals added to the Board in order to enhance shareholder value.
April 23, 2002
The Board of Directors
Vion Pharmaceuticals, Inc.
Four Science Park
New Haven, CT 06511
Gentlemen:
As you are aware, we are substantial shareholders of Vion Pharmaceuticals, Inc. ("Vion" or the "Company"). Our April 8 letter to the Board of Directors outlined our belief in the tremendous potential of the Company as well as our concern at the erosion of value that has been witnessed by Vion shareholders in recent years. Indeed, Vion's current stock price is close to the stock's all time low set in October 1998.
It continues to be our belief that inadequate corporate governance has resulted in this steep diminution of shareholder value. To enhance the oversight provided by the Board we identified three highly-qualified individuals (Ms. Alyse Forcellina, Dr. Paul Leibowitz, Dr. Marvin Siegel) with the backgrounds necessary to provide constructive input and guidance to management. It was our hope that such individuals would be invited to join the Board of Directors of Vion in order to help enhance shareholder value. Upon speaking with the CEO, Alan Kessman, we were informed that a "nominating committee" of the Board of Directors -- comprised of current Board members Frank Cary, Charles MacDonald, William Miller, and Walter Wriston -- would review our request and would respond accordingly. To date, neither we nor any of the identified individuals have been contacted by this committee.
We are profoundly disappointed by the lack of response from this so-called "nominating committee." These directors have a fiduciary duty to act in the best interests of the shareholders and we had hoped that these gentlemen would take seriously their accountability to the shareholders, especially in light of Vion's poor performance. In yet another example, however, of the inadequate corporate governance at Vion, this committee has not even attempted to speak with the three individuals that we have identified -- individuals that have the precise qualifications necessary to provide this much-needed oversight function.
We reiterate our desire to have the Board speak with these three individuals in the immediate future and we express again our strongly-held belief that such individuals be invited to join the Board of Directors of Vion as soon as possible so that they may assist in enhancing the value of the Company.
Sincerely,
Richard P. Mansouri
Senior Vice-President
Source: Para Advisors, Inc.
Contact: Thomas Long of D.F. King & Co., Inc., +1-212-269-5550, for Para Advisors, Inc. |
