Mereo Offered to Settle Proxy Contest with Rubric with Board Seats

 Rubric Summarily Rejected the Proposal and Refused to Provide a Counteroffer

Rubric’s Second General Meeting Requisition Notice Again Fails to Satisfy Basic Requirements
of the Companies Act 2006 Which Apply to All U.K. Companies and Shareholders

Mereo BioPharma Group plc (NASDAQ: MREO), (“Mereo” or the “Company”), a clinical-stage biopharmaceutical company focused on rare diseases and oncology, offered to resolve matters with Rubric Capital Management LP (“Rubric”) by putting a Rubric principal and another new director on its Board immediately. Mereo’s proposal included having two existing Mereo directors retire. Rubric has rejected the proposal and refused to negotiate toward reaching a resolution, seeking instead to pursue a proxy campaign that will be expensive for Mereo and its shareholders.

The Board commented:

“We are disappointed that Rubric has rejected this reasonable proposal and has insisted instead that Mereo provide Rubric with four Board seats. The Company would prefer to avoid the distraction and expense of a proxy contest and is surprised that Rubric is refusing to discuss any resolution other than one that involves Mereo acceding to Rubric’s full demands. We have proactively engaged in ongoing dialogue with Rubric toward a resolution, which we believe is in the best interests of all our shareholders, and we remain open to a reasonable compromise.”

In addition, Mereo today notified Rubric that its notice of September 14, 2022, purporting to call for a General Meeting of Shareholders of Mereo under Section 303 of the Companies Act 2006, is legally invalid. Despite proactive efforts by Mereo to help Rubric comply with English corporate law, Rubric’s requisition notice was not delivered by a registered shareholder and continues therefore to fail to satisfy this basic legal requirement.

https://finance.yahoo.com/news/mereo-biopharma-offered-settle-proxy-110000059.html