Ziopharm Files Definitive Consent Revocation Statement and Sends Letter to Shareholders
Urges Shareholders to Sign and Return Ziopharm’s GREEN Consent Revocation Card
Emphasizes that Substantial Board Refreshment is Already in Process
Reiterates Commitment to Implementing Strategy and Delivering Significant Value to Shareholders
Questions WaterMill’s Attempt to Seize Outsized Influence over Board
Ziopharm urges shareholders to sign and return Ziopharm’s GREEN Consent Revocation Card and disregard any white consent cards received from
The letter sent to shareholders highlights the following points:
- Since its independence from Precigen, Inc. in
October 2018, Ziopharm’s management has been executing on the Company’s long-term strategy to innovate breakthrough therapies for patients and create significant value for shareholders;
- WaterMill’s actions appear to be self-serving and not in the best interests of Ziopharm and all shareholders;
- Ziopharm is ensuring oversight of management by maintaining a refreshed Board with the appropriate skills and experience to support the evolving strategy and future prospects of the business;
- The Board believes that WaterMill’s nominees are unqualified, lack industry expertise and have no public company board experience; and
WaterMillhas not shared any plans for delivering shareholder value.
The full text of the letter sent to shareholders is as follows:
November 2, 2020
Dear Ziopharm Shareholder,
First and foremost, we hope this letter finds you and your loved ones safe and healthy amidst these challenging times.
We are writing on behalf of the Board of Directors of
Ziopharm is focused on its strategy to innovate breakthrough therapies for patients and deliver long-term shareholder value in the coming months and years, and is making important progress toward those goals. However, as you may be aware,
ZIOPHARM CONTINUES TO DRIVE VALUE WITH FRESH BOARD PERSPECTIVES
Led by our experienced and passionate management team, Ziopharm has been working diligently to continue our positive momentum by executing on a long-term strategy. Our vision is to become a leading global commercial-stage immuno-oncology company over the next decade by focusing on the following priorities:
- Build a comprehensive solid tumor program based on innovative and cost-effective therapies, with an initial focus on TCRs and non-viral manufacturing technologies, including our Sleeping Beauty platform; and
- Continue the development of our other pipeline programs, including the controlled IL-12 and CD19-specific CAR-T, through value inflection points and position them for additional potential partnerships.
After Ziopharm secured independence from Precigen, Inc. in
From a product development perspective, we have continued to make significant progress across our programs, as summarized below.
- Sleeping Beauty TCR-T program:
° IND clearance of first-in-human phase 2 trial sponsored by the NCI
° Progressed the design of Company-sponsored clinical trials at MD Anderson based on interactions with the FDA
° Expanded our TCR library for the allogeneic TCR-T trial
- Controlled IL-12 program:
° Completed enrollment in phase 2 trial of Controlled IL-12 in combination with Regeneron’s Libtayo® to treat patients with recurrent glioblastoma
° Dosed first patient in our phase 1/2 trial for the treatment of diffuse intrinsic pontine glioma (DIPG)
° Presented encouraging clinical updates at ASCO 2020 demonstrating meaningful median overall survival benefit for Controlled IL-12 as a monotherapy and a favorable safety profile and encouraging initial survival data for Controlled IL-12 in combination with Opdivo
° Maintained delivery of clinical trial timelines across all ongoing trials for Controlled IL-12, despite the impact caused by the COVID-19 pandemic
- Sleeping Beauty CD19-specific CAR-T program:
° Launched Eden BioCell, our joint venture in
° MD Anderson Cancer Center commenced clinical enrollment in a phase 1 trial infusing donor-derived (allogeneic) CD19-specific CAR-T therapies produced using our RPM technology
We believe that Ziopharm is well-positioned to continue to build upon this progress. The Company has taken the necessary steps to maintain a strong financial standing despite a volatile market and amidst unprecedented macroeconomic challenges since the onset of the COVID-19 pandemic. As a result of these efforts, Ziopharm holds a cash position of
- IND filing by our joint venture partner, Eden BioCell, for our Sleeping Beauty CD19 CAR-T program by the end of 2020 for a clinical trial in
Taiwanto assess patient-derived (autologous) CD19-specific membrane bound IL-15 CAR-T cells;
- IND filing for our Sleeping Beauty TCR-T program in Q1 2021 for a clinical trial to evaluate library (allogeneic) TCR-T therapies in patients with solid tumors, with initiation of trials expected by mid-2021; and
- Data from our clinical trials evaluating our Controlled IL-12 program as a monotherapy and in combination with checkpoint inhibitors for the treatment of rGBM and DIPG.
With all our programs in or entering the clinical phase, we believe we are positioned well for the future. However, despite all of the strides we have made, we believe that WaterMill’s launch of a costly consent solicitation process a few months after our 2020 Annual Meeting has the potential to negatively impact our momentum. It is deeply concerning that
THE BOARD HAS ENGAGED WITH WATERMILL IN GOOD FAITH AND CAREFULLY REVIEWED ITS PROPOSALS AND NOMINEES, BUT STRONGLY RECOMMENDS AGAINST THEM
Leading up to and following the 2020 Annual Meeting,
Ziopharm believes that the Board changes proposed by
Consistent with the Board’s fiduciary duties and with the assistance of independent financial and legal advisors, Ziopharm’s Board and management team have thoroughly reviewed the proposals included in WaterMill’s consent solicitation and have extended an invitation to interview two of WaterMill’s director candidates. However, at this time and based on current information, the Board has unanimously determined that WaterMill’s proposals are not in the best interests of all shareholders. As such, we strongly urge you to reject WaterMill’s proposals by signing and returning Ziopharm’s GREEN Consent Revocation Card and to disregard any white consent cards you receive from
ZIOPHARM’S BOARD HAS ALREADY UNDERGONE MEANINGFUL REFRESHMENT;
FOUR NEW DIRECTORS HAVE JOINED IN THE LAST 16 MONTHS, INCLUDING A DIRECTOR SUPPORTED BY WATERMILL
A critical aspect of Ziopharm’s strategy is the evolution of the Board, which the Company has been executing with urgency. Since
Importantly, the Board has been and will continue to be fully committed to recruiting directors who will add value and who will serve as diligent fiduciaries, equipped with integrity, business acumen and sound judgment, among other qualities that we believe to be fundamental to a Ziopharm Board member. To that end, Ziopharm has publicly announced that it will continue to refresh its Board and, earlier this year, the Board hired an independent nationally recognized director search firm to conduct a thorough search for candidates whose appointment would be in the best interests of the Company and all of its shareholders. This process of seeking directors with deep industry and operational experience has already led to the appointment of
As part of its ongoing candidate search process, the Company regularly consults with its shareholders and gives serious consideration to their feedback.
In addition, the Company believes that the directors
- Brings over 30 years of pharmaceutical industry and clinical data experience to our Board, including his current role as President and CEO of Eagle Pharmaceuticals, a company he founded in 2007, where he has helped build its market cap to
$628 millionand has successfully marketed various products
- Formerly CEO of
Par Pharmaceutical Companies, Inc.and held senior-level positions at Bristol-Myers Squibb
- Currently serves as a member of the board of directors of Synthetic Biologics, Inc. and previously served on the board of directors of
Clinical Data, Inc.
- Has served as CEO of Marinus Pharmaceuticals since
August 2019and as a member of the company’s board of directors since September 2018
- Has worked in various positions at JP Morgan Asset Management, including most recently as a managing director, senior portfolio manager for the
JPM Global Healthcare Fundand the JPM asset global equity analyst for the U.S.pharmaceutical and biotechnology industry
- Currently serves as a director of Trevena, Inc. and Constellation Pharmaceuticals, Inc., and previously served on the board of directors of Protara Therapeutics, Inc. (formerly known as
Artara Therapeutics, Inc.)
- Board certified in internal medicine, having completed his residency at the
New York Hospital/Cornell Medical Center, and achieved the title of assistant clinical professor of medicine at Albert Einstein College of Medicineand for Columbia University Medical Center
- Brings deep life sciences industry experience, including 20 years with
Cephalon, Inc., where he served as CEO during the company’s acquisition by Teva Pharmaceuticals Industries Limitedin 2011 for $6.8 billion
- Currently serves as a director of Dicerna Pharmaceuticals, Inc., where he was appointed Chairman in
January 2019, as well as Amneal Pharmaceuticals and Benitec Biopharma Ltd.
- Served as Impax Laboratories, LLC’s Interim President and CEO from
December 2016until March 2017and as a member of the Impax Board of Directors from November 2016until the completion of the combination of Impaxand Amneal Pharmaceuticals; a deal valued at $6.4 billion
- Served as Chief Operating Officer & Head of Corporate Development for Scholar Rock Holding Corporation from
August 2014until his retirement in December 2018
- Brings deep operating and management experience at several leading life science companies, as well as business development and legal expertise and operational knowledge
- Previously served as Executive Vice President and COO of Aveo Pharmaceuticals and has worked at Biogen Inc. in roles of increasing responsibility including serving as President of Biogen Canada, Program Executive and Associate General Counsel
To summarize, the four directors that
- Held senior-level roles, including CEO, of 11 companies within the healthcare space;
- Possess over 50 years of operating experience; and
- Maintain over 70 years of public company board service between more than 20 businesses outside of Ziopharm.
In sharp contrast, and as outlined further below, we do not believe that any of WaterMill’s nominees possess experience comparable to the above.
ZIOPHARM BELIEVES WATERMILL’S DIRECTOR NOMINEES SEVERELY LACK APPROPRIATE BOARD QUALIFICATIONS
The Ziopharm Board has a rigorous Board-refreshment process that aims to build a well-rounded Board with a balance of requisite competencies and expertise. This impartial and transparent process is underscored by the recent addition of
- None of the proposed replacements has ever held a seat on a public company’s board of directors; and
- The proposed nominees appear to have limited (if any) industry experience.
In contrast, Ziopharm’s Board is comprised of directors with diverse skills and experiences relevant to our industry and operations that result in efficient and competent oversight of our various core competencies, which include drug development, strategic partnering, commercialization activities, regulatory compliance, corporate finance and accounting.
WATERMILL HAS NOT SHARED ANY PLAN TO DELIVER SHAREHOLDER VALUE
Perhaps one of the most puzzling aspects of WaterMill’s proposals and claims is that they have failed to provide a detailed strategic plan for Ziopharm. We believe that the absence of a clear and defined plan limits not only WaterMill’s credibility, but also any confidence in whether the proposed replacements, if elected, would act on behalf of shareholders as diligent fiduciaries. Instead,
PROTECT THE FUTURE OF YOUR INVESTMENT – SIGN AND RETURN THE GREEN CONSENT REVOCATION CARD TODAY
We urge you to support Ziopharm’s Board by signing, dating and returning the enclosed GREEN Consent Revocation Card TODAY. If you receive a white consent card from
If you have any questions or need assistance executing your revocation, please contact:
Banks and Brokers Call Collect: (212) 300-2470
Shareholders Call Toll Free: (800) 662-5200
|Chief Executive Officer and Director||Chairman of the Board|
About Ziopharm Oncology, Inc.
Ziopharm is developing non-viral and cytokine-driven cell and gene therapies that weaponize the body’s immune system to treat the millions of people globally diagnosed with a solid tumor each year. With its multiplatform approach, Ziopharm is at the forefront of immuno-oncology with a goal to treat any type of solid tumor. Ziopharm’s pipeline is built for commercially scalable, cost effective T-cell receptor T-cell therapies based on its non-viral Sleeping Beauty gene transfer platform, a precisely controlled IL-12 gene therapy, and rapidly manufactured Sleeping Beauty-enabled CD19-specific CAR-T program. The Company has clinical and strategic partnerships with the
This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements regarding the business strategy, plans and objectives of Ziopharm management and expectations as to and beliefs about the consent solicitation (the “Consent Solicitation”) initiated by
Important Additional Information and Where to Find It
Ziopharm has filed a definitive consent revocation statement (the “Consent Revocation Statement”) together with a GREEN consent revocation card with the
Investor Relations Contacts:
VP, Investor Relations and Corporate Communications
Media Relations Contacts:
Source: ZIOPHARM Oncology Inc