DiagnoCure Urges Shareholders to Vote Today to Protect Your
Investment from Dissident Minority Shareholders - What is the
Dissidents' Plan? Disruption to Newly-Formed and Highly-Qualified
Board may Jeopardize Company's Future
QUEBEC CITY, April 22, 2013 /PRNewswire/ - The Board of
Directors and
Management of DiagnoCure Inc. (TSX: CUR) (OTCQX: DGCRF) urge
shareholders to vote their proxy in favor of Management's
director
nominees.
Both independent and influential proxy advisory firms, ISS, and
Glass
Lewis, have recommended that shareholders support the current board
of
DiagnoCure.
A dissident shareholder group is attempting to seize control of
your
company's board of directors. What is their plan?
The dissident group waited until just last week to publicly
communicate
their intentions to DiagnoCure shareholders. Shareholders have
little
time to react. Please cast your vote as soon as possible.
DiagnoCure has an experienced, qualified and independent board,
with two
recent high-caliber additions. We know very little about the
dissident
nominees.
DiagnoCure's discussions with current, and potential partners,
and the
company's research and development may be in jeopardy as a result
of
the dissident group's attempt to control the board.
Shareholders should immediately contact DiagnoCure's proxy
solicitation
agent Georgeson at 1-888-605-8415 or askus@georgeson.com for
assistance in voting their proxy, or to obtain a replacement
proxy.
|
Shareholders Caught by Surprise - Little Time Left to Vote
for
Management Nominees
The dissident shareholder group, led by Todd Axelrod and Dr. Michael
Rosenman, waited until April 18,
2013 - just a few days before the
proxy deadline, to publicly reveal their intentions to take control
of
the board. They did this only after the Company's Advance Notice
Policy forced the submission of
basic background information to the Board, which DiagnoCure made
public
on April 15, 2013 for the benefit of
all shareholders.
The dissident group has not filed an information circular or mailed
a
letter or other materials to shareholders. You may not have been
aware
of the dissidents' plan to take control of your board and as a
result
may have discarded your proxy materials. Call our proxy
solicitation
agent Georgeson, at the number above for assistance in obtaining
new
proxy voting materials and casting your vote.
Do not let the dissidents disenfranchise you - exercise your right
to
vote. All DiagnoCure shareholders, regardless of how many shares
you
own, must cast their vote today to stop the dissident
group.
Both Independent Proxy Advisory Firms ISS and Glass Lewis
Recommend
Voting FOR Management's Nominees and the Advance Notice
By-Law.
Institutional Shareholder Services Inc. ("ISS"), and Glass Lewis
& Co.
("Glass Lewis") are independent firms that advise shareholders on
how
to vote according to guidelines of good corporate
governance.
Both ISS and Glass Lewis have recommended that shareholders cast
ballots
FOR your current board of directors. In addition, while the
dissidents
opposed the Advance Notice By-Law, both ISS and Glass Lewis
have
recommended voting FOR it.
No Plan but Potential for Major Disruption
Pierre Dozois, a dissident nominee
admitted in an interview with La
Presse on April 17, 2013, that the
dissidents have no specific plans to
address the share price.
On April 8, 2013, members of
DiagnoCure's management and board met with
dissident group representatives. DiagnoCure's representatives
repeatedly, and in good faith, asked the dissident group
representatives for their suggestions for the enhancement of
shareholder value. The dissident representatives did not offer
any
suggestions, plans or solutions.
As most shareholders are aware, we are continuously engaged in
efforts
to develop and negotiate licensing and distribution partnerships.
These
efforts are carefully, and responsibly executed as part of our
overall
strategic plan. For competitive reasons we often conduct these
and
other similar discussions discreetly and make public announcements
upon
significant milestones. These efforts could be seriously
compromised if
the dissident nominees are elected.
Don't let the dissidents upset our positive momentum. In
January,
DiagnoCure reached mutually agreeable terms on the release of
Previstage GCC from Signal Genetics, allowing us the opportunity
to
license the technology to a new partner. First quarter US royalties
for
the PROGENSA® PCA3 assay were up 84%, compared to the same period
in
2012.
The board and management of DiagnoCure will continue to carefully
manage
the company's financial resources. The company maintains
conservative
revenue and cash flow assumptions to ensure that the company has
the
necessary resources to execute on DiagnoCure's strategies to
maximize
shareholder value.
Dissident Nominees Appear to Lack Relevant Experience
None of the dissident nominees have disclosed to us any
relevant
experience in the molecular diagnostic space. Of the three
dissident
nominees, only Hans Mäder, has somewhat related experience in
the
pharmaceutical industry.
Mr. Mäder was the Chief Executive and director of a
biopharmaceutical
company until stepping down in 2007, since then, to our knowledge;
he
has acted as a consultant to other companies. While we respect
his
background, it has been several years since he was actively
involved in
overseeing the affairs of a public company. We don't know of any
other
subsequent instances where he acted as a director or officer of
a
public company.
We are concerned that Mr. Dozois appears to be acting as both
legal
counsel to the leader of the dissident shareholder group - Mr.
Axelrod,
and a director nominee. Outside directors of well functioning
boards
should be independent and accountable to all shareholders.
Mr. Guay's apparent public company experience is as the interim-CFO
of
the Ranaz Corporation, a marketer of protein supplements, for just
over
a year. Mr. Guay also acted as CFO of Accessoires de piscine
Competition Inc. from January 2008 to
August 2008 - the company would
go on to declare bankruptcy in December
2009. From January 2011 to
April 2013 he acted a CFO of
Mechtronix Systems Inc. - Mechtronix and
its affiliated companies declared bankruptcy between June and
October
2012.
In Contrast, DiagnoCure has an Experienced, Qualified and
Dynamic Board
The current board of DiagnoCure is composed of independent and
highly
qualified individuals. We have sought out directors who bring
diverse
experience with public companies, R&D activities, oncology,
urology,
administration, private and public partnerships, corporate
governance,
finance and financing activities. Our skills matrix emphasizes
relevant
industry experience, financial acumen and a commitment to the
highest
standards of corporate governance.
As a result of our ongoing board renewal and recruitment process,
we
have been able to recently attract high quality directors like
Dr.
Jacques Simoneau and Mr.
Andrew Sheldon to DiagnoCure's
Board.
The board takes an active role in planning and responding to
the
evolving needs of the company. Board members will continue to
welcome,
and be receptive to input from shareholders. The new board
remains
focused on maximizing shareholder value, exploring new avenues
of
growth, and recruiting and retaining key high-quality
personnel.
Your board of directors is made up of individuals who continue to
be
active in their professions. They have crucial public company
board
experience, strong business backgrounds, and incredible
biopharmaceutical credentials. The management information circular
and
our press release on April 15, 2013,
contain detailed information on
each of our director nominees. We included some highlights below,
so
that you can see the stunning contrast between your current board
of
directors and the nominees put forward by the dissidents.
Dr. Yves Fradet: Co-Founder
and Chairman of the Board. Dr. Fradet was instrumental in
the negotiations of DiagnoCure's initial license and
collaboration
agreement with Gen-Probe and collaboration agreement with
Signal
Genetics. Both deals generated $20M
in non-dilutive cash for
DiagnoCure. He is an active member of the American Association
of
Genito-Urinary Surgeons limited to 75 active members in
North America
among the leaders of urology and the recipient of numerous honours
and
awards including the Lifetime Career Achievement Award from the
Canadian Urology Association in 2012.
Dr. Louise Proulx: Over 30
years of experience in science and research management. Member
of senior management team of Biochem Pharma, and ViroChem
Pharma.
Participated in the sale process of Biochem Pharma to Shire
Pharmaceuticals for $4 Billion, and
the sale of ViroChem Pharma for
$375mm to Vertex Pharmaceuticals. Dr. Proulx has been a member
of
several boards of directors over her career. Certified ICD.D by
the
Institute of Corporate Directors.
Mr. Andrew Sheldon: President
and CEO of Medicago Inc., a clinical stage, public biopharma
company that he has managed for over 10 years. A total of 30
years
experience in the pharmaceutical industry, including 8 years of
public
company executive experience. Mr. Sheldon has a proven reputation
in
the capital markets as well, raising over $100mm from investors
over
the past 4 years. Named CEO of the Year by the Vaccine Industry
Excellence awards at the World Vaccine Congress in 2012. Prior
to
Medicago, Mr. Sheldon was the Vice-President, Sales and Marketing
for
Shire Biologics. He is an experienced business development
professional
who has negotiated many agreements with biotech and
pharmaceutical
companies. His hands-on experience with business development,
distribution and commercialization of pharmaceuticals makes him
invaluable to the board.
Dr. Jacques Simoneau:
President, CEO and director of Gestion Univalor LP, an entity
that
commercializes and transfers technologies and innovations created
at
Université de Montréal and its affiliated schools. He is a current
or
past director of 6 public companies, and 14 private companies.
Dr.
Simoneau's career includes significant experience in private equity
and
venture capital. His positions as Executive Vice President,
Investments
of the Business Development Bank of Canada, and Senior Vice-President
of the Fonds de solidarité FTQ, saw him lead a total of
$1.8B of
investments. Certified ICD.D by the Institute of Corporate
Directors.
Dr. Vincent R. Zurawski:
President and CEO of Hepregen, a leader in the development of
micro-liver products. Considered a pioneer of the biotechnology
industry, Dr. Zurawski was one of the founders of Centocor, playing
a
major role in developing and executing the company's successful
cancer
diagnostic product strategy. He was the founder and chief executive
of
Apollon, Inc. later sold to American Home Products (Wyeth
Pharmaceuticals). Dr. Zurawski has experience in bioinformatics,
and
was the CEO of Compugen Inc., the US subsidiary of Compugen, Ltd.
He is
the founding President and Chief Science Officer of Varinel, Inc.
a
pharmaceutical company. He has been engaged in a number of
other
start-up biotech companies.
Your Vote is Extremely Important!
We need to protect DiagnoCure from the dissident group.
Shareholders
should immediately contact DiagnoCure's proxy solicitation
agent
Georgeson at 1-888-605-8415 or askus@georgeson.com for
assistance in voting their proxy, or to obtain a replacement proxy.
Thank you for your support!
About DiagnoCure
DiagnoCure (TSX: CUR; OTCQX: DGCRF) is a life sciences corporation
that
develops and commercializes high-value cancer diagnostic tests
that
increase clinician and patient confidence in making critical
treatment
decisions. In 2008, the Corporation launched a colorectal
cancer
staging test through its U.S. CLIA laboratory. PrevistageTM GCC
is
currently available for licensing. The Corporation has granted
a
worldwide exclusive license to Gen-Probe, now a wholly-owned
subsidiary
of Hologic Inc. operating as Hologic Gen-Probe, for the development
and
commercialization of a prostate cancer test using PCA3,
DiagnoCure's
proprietary molecular biomarker. Hologic Gen-Probe's PROGENSA®
PCA3
test is commercialized in Europe
under CE mark and is approved for
commercialization in Canada and
the United States. For more
information, please visit www.diagnocure.com.
Forward?looking statements
This release may contain forward?looking statements that involve
known
and unknown risks, uncertainties and assumptions that may cause
actual
results to differ materially from those expected.
Forward-looking
statements can be identified by the use of the conditional or
forward-looking terminology such as "anticipates", "assumes",
"believes", "estimates", "expects", "intend", "may", "plans",
"projects", "should", "will", or the negative thereof or other
variations thereon. Forward-looking statements also include any
other
statements that do not refer to historical facts. All such
forward-looking statements are made pursuant to the
"safe-harbour"
provisions of applicable Canadian securities laws. By their
very
nature, forward?looking statements are based on expectations
and
hypotheses and also involve risks and uncertainties, known and
unknown,
many of which are beyond DiagnoCure's control. Forward-looking
statements are presented for the purpose of assisting investors
and
others in understanding certain key elements of the
Corporation's
current objectives, strategic priorities, expectations and plans,
and
in obtaining a better understanding of the Corporation's business
and
anticipated operating environment. Readers are cautioned that
such
information may not be appropriate for other purposes and that
they
should not place undue reliance on these forward?looking
statements.
For instance, any forward-looking statements regarding the outcome
of
research and development projects, clinical studies and future
revenues, including those related to PROGENSA® PCA3, are based
on
management expectations and such outcome may vary materially
depending
on global political and economic conditions, dependence on
collaboration partners, uncertainty of healthcare reimbursement,
and
marketing and distribution challenges. In addition, the reader
is
referred to the applicable general risks and uncertainties
described in
DiagnoCure's most recent Annual Information Form under the
heading
"Risk Factors". DiagnoCure undertakes no obligation to publicly
update
or revise any forward?looking statements contained herein
unless
required by the applicable securities laws and regulations.
SOURCE DiagnoCure inc.