Press release Communiqué de presse
Press release Communiqué de presse
April 18, 2023 18 April, 2023
Two Independent Proxy Advisory Firms, Including Glass Lewis & Co. LLC. Recommend Sernova's Shareholders Vote FOR all Management Nominees on Management's White Proxy
- Following Institutional Shareholder Services’ positive recommendations, Glass Lewis is the second
independent, third-party proxy advisory firm to recommend Sernova’s shareholders vote FOR all
management’s director nominees using ONLY management’s WHITE proxy.
- Glass Lewis does not believe Sernova’s dissident shareholders have compiled a sufficiently compelling case
to warrant investor support and refers to their arguments as “incomplete”.
- 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 email@example.com.
LONDON, Ontario – April 18, 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 a second independent, third-party proxy advisory firm, Glass Lewis & Co. LLC (“Glass Lewis”), has recommended Sernova’s shareholders vote FOR all of Sernova’s management nominees using only management’s WHITE proxy.
Glass Lewis also recommended that shareholders vote FOR the appointment of KPMG LLP as Sernova’s auditors and FOR the resolution to amend the Corporation’s stock option plan and DSU Plan.
Glass Lewis 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 Glass Lewis’ Support of Sernova’s Management Nominees Glass Lewis’ recommendation that shareholders vote FOR all of Sernova’s management nominees using only management’s WHITE proxy, is based on a number of factors. Glass Lewis’ report states: “In this case… we do not believe the Dissidents have compiled a sufficiently compelling case to warrant investor support at this time. Our view in this regard hinges on three principal factors: (i) the Dissidents overall case against incumbent management and the board is fairly broad and arguably incomplete, with core analyses (e.g. share price performance) lacking context and certain strategic commentary failing to offer much depth relative to the board's much more copious rebuttal; (ii) the need to pursue the Dissidents' promulgated alternatives for the Company (i.e. positioning Sernova to secure additional financing within the next 18 months, investing in a go-to-market strategy, solidifying succession planning) is not especially well established, in our view, particularly given the Company's stable capital position and relationship with Evotec; and (iii) the Dissident nominees — which include a dentist with unspecified experience investing in early stage companies and a business consultant with a prior relationship with Sernova — do not appear to represent a clear, incremental improvement over the incumbent board members.
We also consider the board has, with due reference to Sernova's development stage and size, offered a reasonably well-rounded corporate update, touching both on the Company's prior milestones and anticipated near-term developments. The board also draws attention to Sernova's currently adequate capital position, which, though certainly not intended to serve as an indefinite bulwark against future funding requirements, appears to offer Sernova sufficient near-term liquidity and structural flexibility.
Under these conditions, we do not see that the Dissidents have provided Sernova investors with sufficient cause to support their agenda at this time.”
Glass Lewis Recommends Support of Sernova’s Proposed Securities Authorized for Issuance Under its Equity Compensation Plans Glass Lewis recommended that shareholders vote FOR the resolution to amend the Corporation’s stock option plan and DSU Plan, as the proxy advisory firm believes the terms of the plan are in line with the majority of similar equity-based plans of TSX issuers. Glass Lewis’ view is that the plan will serve to strengthen the alignment of company and shareholder interests. The Corporation believes that encouraging its executive officers, senior management and employees to become shareholders is the best way of aligning their interests with those of its long-term shareholders. As a result, executive officers management and employees are provided with the opportunity to participate in the appreciation of the Corporation’s share price, through Sernova’s equity compensation incentive plan.
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 are committed to creating value for the Company’s shareholders through delivering results from clinical trials, expanding the Sernova’s Cell Pouch System™ technology platform for additional indications, and building on the relationships with the Corporation’s business partners to create long term shareholder value.
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
Investors 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.