OncoSec Medical Incorporated (NASDAQ: ONCS) (the "Company" or "OncoSec"), a company developing late-stage intratumoral cancer immunotherapies, today announced the release of a detailed presentation highlighting the Company's strategic rationale - and benefits for shareholders - of the proposed transaction with Grand Decade Developments Limited, a wholly owned subsidiary of China Grand Pharmaceutical and Healthcare Holdings Limited ("CGP") and its U.S. affiliate, Sirtex Medical US Holdings, Inc. ("Sirtex") (the "Transaction")
In the presentation, OncoSec notes that the Transaction:
- Represents an immediate $30 million cash infusion at $2.50 per share, representing a 53% premium to the closing price ($1.64) the day prior to announcing the Transaction.
- Reverses OncoSec's history of raising cash on weak and highly dilutive terms.
- Eliminates the need to raise capital for the foreseeable future.
- Provides the capital needed to complete the two ongoing TAVO™ KEYNOTE clinical trials.
- Eliminates the need to raise capital today in a challenging and weak microcap biotech market.
- Both the Transaction and a potential alternative banker-led transaction (see image above) may utilize nearly ALL of the Company's available shares and Alpha has previously made it difficult to appropriately increase OncoSec's authorized share count.
In the presentation, OncoSec also addresses the ongoing attempts by Alpha Holdings, Inc. ("Alpha") to prevent the special meeting to vote on the Transaction from ever happening by resorting to litigation and a potentially disenfranchising proxy scheme.
"University of Delaware Professor Charles Elson reviewed Alpha's latest proxy and the response from OncoSec. Elson is a corporate governance expert. 'I'm unfamiliar with anyone withholding proxies to prevent a quorum. I've seen investors withhold their own proxies, but this strikes me as unfair to other shareholders. It's a very hard move,' he said." (The Deal, 12/5/19)1
- Alpha is soliciting your votes - but has admitted that it may not end up casting any of them if that helps Alpha prevent a quorum.
- This demonstrates blatant contempt for shareholder rights and Alpha's disregard for the voices of other OncoSec shareholders.
- We believe Alpha has caused significant confusion among our shareholders and could be in violation of the proxy rules designed to protect shareholders.
- Alpha's director appointee on the OncoSec Board of Directors (the "Board") voted against the Transaction, including against submitting it to a shareholder vote. We believe that if Alpha had its way, this Transaction would never have even been made known to shareholders.
- Alpha has also filed a class action against OncoSec seeking to prevent the shareholder meeting to vote on the Transaction from ever occurring.
Moreover, in its latest letter, Alpha has now resorted to personal attacks against President and Chief Executive Officer, Daniel J. O'Connor.2 Alpha's statements regarding Mr. O'Connor's intentions cannot be further from the truth.
- Over the last two years, Mr. O'Connor has collaborated with management and the Board to conduct a comprehensive and thorough strategic review process to find the best solution for OncoSec's stock and its shareholders, including engaging in discussions with ~175 companies, hiring four financial advisors, holding ~70 meetings/presentations and exploring ~22 prospective partners.
- After exploring all available options, the Transaction with CGP/Sirtex was the only viable option that resulted from these efforts.
In Alpha's latest gambit, they say, "… we have been speaking with financial advisors and are prepared to lead a consortium to raise up to $30 million in financing on less onerous terms if the China Grand Takeover is defeated." Leaving aside that this Transaction is not a "takeover," Alpha has known about the Transaction for several months and only now they are "...
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