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 Chair
On Behalf of the Board of Directors
On Behalf of the Board of Directors
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