OncoSec rejects Alpha Holdings proposal, announces new special meeting date
OncoSec announced that its board has determined the Alpha Holdings proposal conveying a preliminary financing offer is not in the best interests of all shareholders. After receiving Alpha's offer, the board appointed a special committee composed of independent directors to carefully evaluate Alpha's proposal. Following its evaluation, the special committee unanimously recommended that the company not pursue Alpha's proposal due to "numerous concerning and potentially value-destructive elements", and the board agreed with this recommendation. OncoSec continues to urge shareholders to vote on the white proxy card for the proposed strategic investment by and partnership with Grand Decade Developments, a wholly owned subsidiary of China Grand Pharmaceutical, or CGP, and its U.S. affiliate, Sirtex. OncoSec president and CEO, Daniel O'Connor, said, "Far from being an actual offer, Alpha's 'proposal' appears to be merely a series of contingencies and conditions and highly unlikely to come to fruition. This egregious scheme would result in Alpha gaining control of OncoSec and its Board before making any capital investment in the Company. We fear that pursuing this course of action would result in the Company running out of cash before it is able to complete its clinical trials, and would rob shareholders of the potential to realize long-term value. Further, we cannot help but question Alpha's true intentions, given that Alpha has had months to make an offer yet did not do so until the week of the announced date of the Special Meeting, and given the extraordinarily tight two-day expiration attached to its offer. In our view, this is nothing more than a last-minute attempt to confuse investors and gain votes on Alpha's proxy card. Shareholders should ask themselves what this indicates about Alpha's confidence that there is any shareholder support for its attempt to derail the CGP/Sirtex Transaction. In our view, Alpha's actions speak volumes." Separately, OncoSec provided an update regarding the company's upcoming special meeting of shareholders, originally scheduled to be held on January 17, at which OncoSec is seeking approval for the issuance of the shares needed for the CGP/Sirtex Transaction. The board has postponed the special meeting to February 7 to comply with scheduling requirements related to the pending litigation filed by Alpha against the company on October 29, 2019. No changes have been made to the record date, location of the special meeting or the proposal to be brought before the special meeting.