Report includes 54 recommended governance
improvements for Knight and is available to all investors
PETACH TIKVA, Israel,
April 17, 2019 /CNW/ - Medison
Biotech (1995) Ltd. ("Medison"), which together with its
affiliates owns more than 10.4 million shares or 7.3% of Knight
Therapeutics, Inc. (TSX:GUD) ("Knight" or the
"Company"), today disclosed that an independent report
authored by leading corporate governance expert Dr. Richard Leblanc (the "Leblanc Report")
reveals and confirms acute conflicts of interest and governance
deficiencies at Knight.
These material weaknesses, which have severely impacted
shareholders, are attributed to, among other factors, the multiple
personal and business relationships among the current Board of
Directors, the CEO, Jonathan
Goodman, and the Goodman family network of competing
businesses and investments.
Dr. Richard Leblanc is one of
Canada's leading experts on
corporate governance and accountability. He is an award-winning
teacher, researcher, lawyer, public speaker, consultant and
specialist on boards of directors. He has taught at leading
universities, including Harvard
University and holds both American and Canadian law degrees
and a PhD in philosophy from York
University.
After studying Knight's governance and Board, Dr. Leblanc
noted:
"In my 25 years of assisting and advising
organizations and boards, I have never seen such a complex web of
interlocks, family, associate and affiliate relationships, and
competing loyalties like this."
Dr. Leblanc developed fifty-four recommendations for fixing
Knight's governance. He noted:
"My fifty-four recommendations are intended, in large
measure, to address the real and apparent conflicts of interest and
lack of Board independence [at Knight]."
Among the recommendations Dr. Leblanc offered in his
twenty-five-page report is that:
"the CEO of Knight (i) sell all of his
shareholdings in Pharmascience, and any other current or
prospective competitor, supplier, or customer of Knight … or (ii)
maintain the CEO's shareholding in Pharmascience and resign as a
CEO and Director of Knight, within 45 days of this
Report."
"Knight and Jonathan Goodman
continue to mislead shareholders about the true nature and impact
of the entangled relationships between the Board and the CEO, as
well as with the Goodman family and Pharamascience, which they
own. The Leblanc Report has made clear how misaligned
Knight's current CEO and Board are with shareholders' interests by
identifying a culture of poor corporate governance and multiple
conflicts of interest," said Meir Jakobsohn, CEO of Medison,
Knight's second largest shareholder. Medison has nominated five new
independent directors to the Knight Board.
Added Jakobsohn, "Knight shareholders have an opportunity to
elect new independent directors with deep operating experience in
global pharma who can help fix Knight's failures, many of which are
now publicly admitted by the company. It's time for a New Day
for Knight, where the interests of the board aligned with all
shareholders, better governance, more accountability and a
common-sense plan to create value. We look forward to the
support of shareholders in the upcoming election." Knight
shareholders may request a copy of the Leblanc Report by emailing
contact@shorecrestgroup.com.
Medison encourages shareholders to read its Information
Circular, available at www.NewDayForKnight.com for the complete,
truthful story about Knight's failure to create value for
shareholders and the best way forward.
TIME IS OF THE ESSENCE
VOTE ONLY GOLD TODAY
If you have any questions and/or need assistance completing your
GOLD form of proxy or VIF, please call Shorecrest at 1-888-637-5789
(toll-free) or 647-931-7454 (collect calls accepted), or e-mail
contact@shorecrestgroup.com.
About Medison
Medison is one of the world's largest
commercial partners of leading global biotech companies. Backed by
three generations of experience in the healthcare industry since
1937, Medison is uniquely qualified to provide the complete
spectrum of integrated services for international companies looking
to enter or expand their presence in Israeli and selected ROW
markets. Over the years, Medison has become the partner of choice
for biotech companies that produce highly innovative, cutting edge
therapeutics for commercialization in the Israeli market and is
currently the second largest pharmaceutical company in Israel, with over CAD
250 million in revenues annually and over 270
employees. Medison runs a corporate venture arm with a
dedicated research and evaluation team boasting deep scientific and
commercial backgrounds. Medison also operates a scouting program to
cater to its partners and is an active investor in life science
projects around drug development and digital health.
Additional information can be found
at www.medison.co.il.
Forward Looking Statement
This news release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws, including, without limitation, Medison's and
Knight's respective priorities, plans and strategies. All
statements and information, other than statements of historical
fact, included herein are forward-looking statements, including,
without limitation, statements regarding activities, events or
developments that Medison expects or anticipates may occur in the
future. These forward-looking statements can be identified by the
use of forward-looking words such as "may", "will", "expect",
"intend", "plan", "estimate", "anticipate", "believe" or "continue"
or similar words and expressions or the negative thereof. There can
be no assurance that the plans, intentions or expectations upon
which these forward-looking statements are based will occur or,
even if they do occur, will result in the performance, events or
results expected. We caution readers not to place undue reliance on
forward-looking statements contained herein, which are not a
guarantee of performance, events or results and are subject to a
number of risks, uncertainties and other factors that could cause
actual performance, events or results to differ materially from
those expressed or implied by such forward-looking statements.
These factors include: changes in Knight's strategies, plans or
prospects; general economic, industry, business, regulatory and
market conditions; actions of Knight and its competitors;
conditions in the pharmaceutical industry; risks relating to
government regulation and changes thereto, including in respect of
the regulations concerning board composition, proxy solicitation
and shareholder meetings; the state of the economy including
general economic conditions globally and economic conditions in the
jurisdictions in which Knight operates; the unpredictability and
volatility of Knight's share price; and dilution and future sales
of securities of the Company. These factors should not be construed
as exhaustive. Certain forward-looking statements contained herein
may be considered to be future-oriented financial information or a
financial outlook for the purposes of applicable Canadian
securities laws. Future oriented financial information and
financial outlook contained herein about prospective financial
performance, financial position or cash flows are based on
assumptions about future events, including economic conditions and
proposed courses of action, based on the applicable management
team's assessment of the relevant information available to them at
the applicable time, and to become available in the future. In
particular, the information contains projected operational
information for future periods which are based on a number of
material assumptions and factors. The actual results of the
applicable operations for any period could vary from the amounts
set forth in these projections, and such variations may be
material. Further, there is no assurance or guarantee with respect
to the prices at which any securities of Knight will trade, and
such securities may not trade at prices that may be implied herein.
See above for a discussion of the risks that could cause actual
results to vary from such forward-looking statements. Readers are
cautioned that all forward-looking statements involve known and
unknown risks and uncertainties, including those risks and
uncertainties detailed in the continuous disclosure and other
filings of Knight, copies of which are available on the System for
Electronic Document Analysis ("SEDAR") at www.sedar.com. We urge
you to carefully consider those risks and uncertainties. The
forward-looking statements contained herein are expressly qualified
in their entirety by this cautionary statement. Unless expressly
stated otherwise, the forward-looking statements included herein
are made as of the date of this news release and Medison disclaims
any obligation to publicly update such forward-looking statements,
except as required by applicable law.
SOURCE Medison Biotech Ltd.