Progenics Pharmaceuticals Provides Update on Reconstituted Board’s Ongoing Strategic Review
21 Gennaio 2020 - 10:15PM
The Board of Directors of Progenics Pharmaceuticals, Inc.
(Nasdaq:PGNX), an oncology company developing innovative targeted
medicines and artificial intelligence to find, fight and follow
cancer, issued the following letter to shareholders:
January 21, 2020
To our shareholders:
On behalf of the Board of Directors, we are
pleased to provide you with this update on our activities since you
elected five new independent directors to the Company’s Board. With
your clear mandate, we immediately took action to independently
evaluate the business and prospects of Progenics, including the
transaction with Lantheus Holdings, Inc. and to ensure that there
is no interruption in the execution of the Company’s mission of
developing and marketing products that improve outcomes for
patients with cancer. We elected David Mims Interim Chief
Executive Officer on November 15, 2019.
In recent weeks, the Progenics Board and
management team have been conducting two separate reviews in
parallel to evaluate the proposed Lantheus transaction as well as
Progenics’ business operations and standalone prospects in the
event the Lantheus transaction is not consummated.
Lantheus Transaction
Progenics and Lantheus entered into a definitive
agreement on October 1, 2019, which is still in effect, under which
Lantheus would acquire Progenics in an all-stock transaction.
Since the Board’s reconstitution in mid-November, we have worked
diligently to independently evaluate the merits and value to the
Progenics shareholders of the proposed merger with Lantheus.
Specifically, the Progenics Board has:
- Engaged new, independent financial
and legal advisors to assist with its evaluation of the proposed
merger.
- Worked with Progenics management,
the Company’s existing lead financial advisor on the
transaction, Jefferies LLC, and the two continuing directors to
review the process that led to the Lantheus transaction, including
the respective valuations of Progenics and Lantheus and the
assumptions underlying those valuations, as well as other
alternatives that were considered.
- Engaged in constructive discussions
with Lantheus’ management and its financial advisors to review and
discuss Lantheus’ business and products, and Lantheus’ view of
expected strategic and financial benefits of the combination.
- While the Board continues to review
the transaction, Progenics management under the Board’s oversight
is engaged with Lantheus in integration planning.
Progenics’ Operations and
Outlook
In parallel to the ongoing review of the
Lantheus transaction, we are also conducting a thorough assessment,
with the assistance of outside advisors, of Progenics’ business,
products, operations, prospects and financial performance and
condition. This review includes an assessment of each element of
Progenics’ business, including its marketed products, each of its
product candidates in development and other value creating assets
with the goal of maximizing return on invested capital.
As a result of this ongoing review, the Board
has already initiated or supported management in the following
actions to enhance the commercialization of its pipeline:
- Working with potential new
treatment centers to aid them in becoming comfortable dosing AZEDRA
and providing reimbursement support prior to patients being
identified for treatment; and resulting in dosing patients with
AZEDRA at new centers.
- Working to ensure adequate clinical
supply of AZEDRA and 1095 at U.S. sites, including the Somerset,
NJ, facility.
- Enhancing radiopharmaceutical
manufacturing relationships to ensure the Company’s 1095 program is
progressing as planned.
- Ensuring that development plans for
each product maximizes return on investment.
- Capitalizing on recently announced
strong positive results of the Phase 3 CONDOR Trial of PyL™ in
prostate cancer and furthering plans for filing and potential for
FDA approval of PyL and for PyL’s commercial readiness.
- Capitalizing on the removal of the
Centre for Probe Development & Commercialization (“CPDC”)
import ban and expediting the initiation of US sites for
participation in the 1095 phase 2 clinical trial.
- Reviewing the Company’s financing
options as a stand-alone, taking into consideration the timing and
magnitude of each option.
- Initiating a search process for a
permanent CEO, with the assistance of Korn Ferry, a
nationally-recognized search firm, with initial interviews with
candidates commencing.
As we work to enhance the long-term interests of
all Progenics shareholders, we are committed to transparency for
all our stakeholders. These dual strategic reviews are actively
ongoing. The entire Board is engaged in the oversight of Progenics
and taking necessary steps to ensure the Company is well-positioned
to generate value for all shareholders.
Sincerely,
Ann MacDougall, Interim ChairOn Behalf of the
Board of Directors
About PROGENICS
Progenics is an oncology company focused on the
development and commercialization of innovative targeted medicines
and artificial intelligence to find, fight and follow cancer,
including: therapeutic agents designed to treat cancer (AZEDRA®,
1095, and PSMA TTC); prostate-specific membrane antigen (“PSMA”)
targeted imaging agents for prostate cancer (PyL™ and 1404); and
imaging analysis technology (aBSI and PSMA AI). Progenics has three
commercial products, AZEDRA, for the treatment of patients with
unresectable, locally advanced or metastatic pheochromocytoma or
paraganglioma (rare neuroendocrine tumors of neural crest origin)
who require systemic anticancer therapy; and oral and subcutaneous
formulations of RELISTOR® (methylnaltrexone bromide) for the
treatment of opioid-induced constipation, which are partnered with
Bausch Health Companies Inc.
Forward Looking StatementsThis
press release contains projections and other “forward-looking
statements” regarding future events. Statements contained in this
communication that refer to Progenics’ estimated or anticipated
future results or other non-historical facts are forward-looking
statements that reflect Progenics’ current perspective of existing
trends and information as of the date of this communication and
include statements regarding Progenics’ strategic and operational
plans and delivering value for shareholders. Forward looking
statements generally will be accompanied by words such as
“anticipate,” “believe,” “plan,” “could,” “should,” “estimate,”
“expect,” “forecast,” “outlook,” “guidance,” “intend,” “may,”
“might,” “will,” “possible,” “potential,” “predict,” “project,” or
other similar words, phrases or expressions. Such statements are
predictions only and are subject to risks and uncertainties that
could cause actual events or results to differ materially. These
risks and uncertainties include, among others: risks associated
with the proposed merger transaction with Lantheus Holdings, Inc.;
market acceptance for approved products; the risk that the
commercial launch of AZEDRA may not meet revenue and income
expectations; the cost, timing and unpredictability of results of
clinical trials and other development activities and
collaborations; the unpredictability of the duration and results of
regulatory review of New Drug Applications (NDA) and
Investigational NDAs; the inherent uncertainty of outcomes in the
intellectual property disputes such as the dispute with the
University of Heidelberg regarding PSMA-617; our ability to
successfully develop and commercialize products that incorporate
licensed intellectual property; the effectiveness of the efforts of
our partners to market and sell products on which we collaborate
and the royalty revenue generated thereby; generic and other
competition; the possible impairment of, inability to obtain and
costs of obtaining intellectual property rights; possible product
safety or efficacy concerns, general business, financial,
regulatory and accounting matters, litigation and other risks; and
risks related to changes in the composition of our Board of
Directors following the delivery of shareholder consents in
response to the recent consent solicitation conducted by one of our
shareholders. More information concerning Progenics and such risks
and uncertainties is available on its website, and in its press
releases and reports it files with the Securities and Exchange
Commission (the “SEC”), including those risk factors included in
its Annual Report on Form 10-K for the year ended December 31,
2018, as updated in its subsequent Quarterly Reports on Form 10-Q.
Progenics is providing the information in this press release as of
its date and, except as expressly required by law, Progenics
disclaims any intent or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or circumstances or otherwise.
Additional information concerning Progenics and
its business may be available in press releases or other public
announcements and public filings made after this press release. For
more information, please visit www.progenics.com. Information on or
accessed through our website or social media sites is not included
in the company’s SEC filings.(PGNX-F)
ContactMelissa DownsInvestor
Relations(646) 975-2533mdowns@progenics.com
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