Siddhartha Mukherjee, MD, Hematology and Oncology Medical
Expert, Rhodes Scholar and Pulitzer Prize Winning Author, Recently
Joined All Blue as Medical Advisor
All Blue Urges Zymeworks Board to Engage with All Blue on Its
Compelling $10.50 Per Share
Acquisition Proposal, Consistent with the Board's Fiduciary
Duties
DUBAI,
United Arab Emirates, May 19, 2022
/PRNewswire/ -- All Blue Capital ("AB"), a global investment
firm, today announced that Siddhartha Mukherjee, MD, Associate
Professor of Medicine in the Division of Hematology/Oncology at
Columbia University Medical Center in
New York City, recently joined AB
as Medical Advisor.
As a Pulitzer Prize winning author, Rhodes Scholar and recipient
of the Padma Shri, the fourth highest civilian award conferred by
the Government of India, Dr.
Mukherjee would apply his extensive medical expertise as a member
of the Zymeworks (NYSE: ZYME) Board of Directors following a
successful completion of AB's proposed $10.50 per share in cash acquisition of
Zymeworks.
Dr. Mukherjee's arrival follows that of Dr. Alan Barge, the oncology and biopharmaceutical
drug development expert who recently joined AB as Oncology Drug
Development Advisor. It is expected that Dr. Mukherjee and Dr.
Barge would both serve on Zymeworks' Board following the completion
of the proposed acquisition.
Matt Novak, Managing Partner, All
Blue Capital, said, "Dr. Mukherjee is a renowned physician,
professor and author who has made countless contributions to better
understanding the science of cancer and developing therapies. We
believe that he will offer tremendous value in helping to correct
many of the missteps that have recently plagued Zymeworks to the
detriment of its shareholders."
Dr. Mukherjee joined the faculty at the Columbia University Medical Center as an assistant
professor in 2009. Before that, he was affiliated with the Harvard
Stem Cell Institute and with Massachusetts General Hospital in Boston. He has worked as the Plummer Visiting
Professor at the Mayo Clinic in Rochester, Minnesota, the Joseph Garland
lecturer at the Massachusetts Medical Society, and an honorary
visiting professor at Johns Hopkins School of
Medicine.
From 2003 to 2006, Dr. Mukherjee trained in oncology as a Fellow
at the Dana-Farber Cancer Institute (under Harvard Medical School) in Boston, Massachusetts. Between 2000 and 2003,
he worked as a resident in internal medicine at
the Massachusetts General
Hospital. In 2000, Dr. Mukherjee attended Harvard Medical School, where he earned his Doctor
of Medicine degree. Dr. Mukherjee won a Rhodes
Scholarship for doctoral research at Magdalen College, University of Oxford.
In 2011, Dr. Mukherjee's book, "The Emperor of All Maladies: A
Biography of Cancer," won multiple, notable literary prizes,
including the Pulitzer Prize for General Non-Fiction and the
Guardian First Book Award, among others.
"Zymeworks has great potential to play an important role in the
continued development of critical oncology and biopharmaceutical
drugs. I strongly believe that we can take the necessary steps to
help turnaround Zymeworks, while also advancing therapies to help
combat cancer," said Dr. Mukherjee.
AB also announced today that it sent a letter to the Zymeworks
Board urging it to respond to AB's April 28,
2022 proposal to acquire 100% of the outstanding common
shares of the Company for $10.50 per
share in cash. As outlined in the letter, the Board's continued
silence and procrastination fits into an unfortunate pattern that
has resulted from multiple attempts by AB to offer a constructive
voice to the Company on matters that ultimately led to extreme
value erosion.
Mr. Novak continued, "The Zymeworks Board's continued refusal to
engage with All Blue on its acquisition proposal is surprising and
disappointing. As a significant Zymeworks investor, we believe that
Zymeworks shareholders deserve better than the consistent value
destruction they have suffered. We continue to believe that our
proposal would deliver compelling and immediate value to Zymeworks
shareholders, and we would expect the Board to promptly engage with
us to discuss the proposed transaction."
The letter states that AB maintains its belief that the
Zymeworks Board should not continue to delay and obfuscate, but
rather, should engage immediately with AB to discuss the proposal,
in satisfaction of its fiduciary duties. The letter
reiterates that if the Board continues to refuse to engage
expeditiously and in good faith, AB expects to take action to
protect shareholder interests, including taking the proposal
directly to Zymeworks' shareholders.
The full content of AB's letter to the Zymeworks Board of
Directors, dated May 19, 2022, is set
forth below.
VIA EMAIL
May 19, 2022
Board of Directors
Zymeworks Inc.
540-1385 West 8th Avenue
Vancouver, BC V6H 3V9
Dear Members of the Board of Directors:
We are writing as a follow-up to our April 28, 2022 letter, in which we proposed to
acquire 100% of the outstanding common shares of the Company for
$10.50 per share in cash.
We have yet to receive a response from the Company to our
proposal. Needless to say, the Board's lack of interest is
surprising and disappointing. Given the compelling and
immediate value that our proposal represents for Zymeworks
shareholders, we would expect the Board to promptly engage with us
to discuss the proposed transaction. Contrary to statements
made by the Company on the May 4 2022
earnings call, our proposal is formal and requires timely review
and response by the Board, in satisfaction of its fiduciary
duties. We would also note that we have heard from multiple
shareholders since we publicly announced our proposal, all of whom
have expressed the view that a transaction based on the terms of
our proposal would be highly attractive.
The Board's continued silence and procrastination fits into an
unfortunate pattern. We have previously reached out multiple
times in attempts to be a constructive voice for the Company, and
the Board has refused to engage with us on any of the issues that
we have raised.
On January 24, 2022, we approached
the Board to express our concerns about the extreme value erosion
that had resulted from many missteps and poor decisions by the
Company. These included a number of missed deadlines that
were publicly articulated in press releases, poorly executed
conference calls, and confusing and mixed public messaging.
In addition, we shared our concern over the Board's willingness to
forgo proper corporate governance protocols to elect Kenneth Galbraith as both CEO and Chair of the
Board. We did not receive a response to any of these
concerns.
Two days later, on January 26,
2022, we approached the Board to express concern regarding
the Company's plan for a public capital raise on terms that we
believe were highly dilutive and contrary to the best interests of
the Company and its shareholders. We had previously proposed
to provide an equity financing solution to the Company, along with
two alternative financing proposals, all of which were rejected
without explanation.
Shortly thereafter, on February 4,
2022, after speaking with several other shareholders who
were equally unhappy with the Company's decisions, we sent the
Board a formal letter regarding these matters. However, we
did not receive a response to this letter.
We would like to reiterate that, as a significant investor in
the Company, we believe that Zymeworks shareholders deserve better
than the consistent value destruction they have
suffered. We urge the Board to work with us in good
faith to maximize value for all Zymeworks stockholders. We
remain confident in our ability to move quickly and efficiently
toward consummating a transaction.
We sincerely hope the Board will not continue to delay and
obfuscate and will engage with us immediately to discuss our
proposal. We look forward to receiving a prompt
response. As we stated in our April
28, 2022 letter, if the Board refuses to engage with us
expeditiously and in good faith, we expect to take action to
protect shareholder interests, including taking our proposal
directly to Zymeworks' shareholders.
Sincerely,
Matthew Novak
Managing Partner
ALL BLUE FALCONS FZE
About All Blue
AB is a global investment firm that manages multiple alternative
asset classes, including private equity, real estate, blockchain
and hedge funds. Leveraging the strength of the team's global
presence and through its strategic network of partners, AB is able
to take advantage of differentiated investment opportunities across
asset classes, industries and geographies. AB's focus on its core
values of entrepreneurialism, innovation, and institutionalization
has led to a history of delivering excellent risk-adjusted
returns.
Media Contact
Jeremy Fielding / Richard
Goldman
Kekst CNC
(646) 644-4825 / (646) 847-6102
ABMedia@kekstcnc.com
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