Press release Communiqué de presse
Press release Communiqué de presse
April 14, 2023 14 April, 2023
Institutional Shareholder Services Inc. Recommends Sernova's Shareholders Vote FOR all Management Nominees on Management's White Proxy
- 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 voting 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 email@example.com.
LONDON, Ontario – April 14, 2023 – Sernova Corp. (“Sernova” or the “Corporation”) (TSX: SVA) (OTCQB: SEOVF) (FSE/XETRA: PSH), a clinical-stage company and leader in cell therapeutics, is pleased to announce that Institutional Shareholders Services Inc. (“ISS”) has recommended Sernova’s shareholders vote FOR all of Sernova’s management nominees using only management’s WHITE proxy.
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 Sernova, ISS provided a number of reasons including the following:
“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 by voting FOR the eight management nominees. We encourage you to read Sernova’s management information circular and visit our website at www.sernova.com for more information. It is important that you ACT TODAY to protect your investment by voting FOR Sernova’s management nominees.
Sernova’s management nominees, Frank Holler, Dr. Mohammad Azab, Jeffery Bacha, Deborah Brown, Dr. Daniel Mahony, James Parsons, Dr. Philip Toleikis and Brett Whalen have reputational credibility in capital markets to finance the growth of the Company. Sernova’s board and management team are committed to creating value for the Corporation’s shareholders through delivering results from clinical trials, driving preclinical programs, expanding the application of Sernova’s Cell Pouch System technology.
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 10:00 a.m. (Pacific Time) on Tuesday April 25, 2023.
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:
Laurel Hill Advisory Group Toll Free: 1-877-452-7184 (for shareholders in North America) International: +1 416-304-0211 (for shareholders outside Canada and the US) By Email: firstname.lastname@example.org
ABOUT SERNOVA CORP. AND THE CELL POUCH SYSTEM PLATFORM FOR CELL THERAPY Sernova Corp. is a clinical-stage biotechnology company that is developing therapeutic cell technologies for chronic diseases, including insulin-dependent diabetes, thyroid disease, and blood disorders that include hemophilia A. Sernova is currently focused on developing a ‘functional cure’ for insulin-dependent diabetes with its lead asset, the Cell Pouch System, a novel implantable and scalable medical device with immune protected therapeutic cells. On implantation, the Cell Pouch forms a natural vascularized tissue environment in the body for long-term survival and function of therapeutic cells that release essential factors that are absent or deficient in the bodies of patients with certain chronic diseases. Sernova’s Cell Pouch System has demonstrated its potential to be a ‘functional cure’ for people with T1D in an ongoing Phase 1/2 clinical study at the University of Chicago. Sernova is also advancing a proprietary technology in collaboration with the University of Miami to shield therapeutic cells from immune system attack with the goal to eliminate the need for chronic, systemic immunosuppression. In May 2022, Sernova and Evotec entered into a global strategic partnership to develop an implantable off-the-shelf iPSC (induced pluripotent stem cells) based islet replacement therapy. This partnership provides Sernova a potentially unlimited supply of insulin-producing cells to treat millions of patients with insulin-dependent diabetes (type 1 and type 2). Sernova continues to progress two additional development programs that utilize its Cell Pouch System: a cell therapy for hypothyroid disease resulting from thyroid gland removal and an ex vivo lentiviral Factor VIII gene therapy for hemophilia A.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Corporate Christopher Barnes VP, Investor Relations Sernova Corp. email@example.com Tel: 519-902-7923 www.sernova.com
Investor Corey Davis, Ph.D. LifeSci Advisors, LLC firstname.lastname@example.org Tel: 212-915-2577
Media Elizabeth Miller, M.D. LifeSci Communications email@example.com Tel: 646-791-9705
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. Sernova expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.