Affirms Value Creating Potential of Proposed
Transaction with Infinity Pharmaceuticals
Highlights Shareholder Opportunity to
Participate in Upside Potential of Diversified Combined Pipeline of
Three Clinical-Stage Development Programs
MEI Pharma, Inc. (NASDAQ: MEIP) (the “Company”) today announced
that leading independent proxy advisory firm Institutional
Shareholder Services (“ISS”) has recommended that MEI Pharma
shareholders vote “FOR” the Company’s pending transaction with
Infinity Pharmaceuticals, Inc. (Nasdaq: INFI) (“Infinity”) in
connection with the upcoming special meeting on July 14, 2023.
MEI issued the following statement in response to the
report:
We are pleased that ISS supports our Board’s
recommendation to vote FOR the Infinity transaction. The
transaction provides our shareholders the opportunity to
participate in the upside potential of a combined company that is
well capitalized and positioned to advance a diversified pipeline
of three clinical-stage development programs.
In making its recommendation, ISS agrees with
our Board’s recommendation that a vote FOR the transaction is a
vote FOR:
- Creating a diversified pipeline of three clinical-stage
development programs that have the potential, in combination with
current therapies, to overcome known resistance mechanisms.
- Providing potential opportunities for near-term value
creation from upcoming data. We expect to generate key clinical
data from the combined company’s pipeline programs over
approximately the next 6-24 months, including clinical data from
MEI’s two programs around year-end.
- Benefiting from the clinical development and regulatory
expertise of the MEI and Infinity teams in developing
pharmaceutical products to treat cancer.
With Infinity, we will be well positioned
to create value for shareholders and deliver improved therapeutic
options for patients.
The MEI Board encourages MEI shareholders to
follow ISS’ recommendation and vote today FOR the
transaction with Infinity Pharmaceuticals.
YOUR VOTE IS IMPORTANT! VOTE “FOR”
THE TRANSACTION WITH INFINITY PHARMACEUTICALS TODAY
In connection with the special meeting on July 14, 2023, MEI has
mailed a letter to shareholders encouraging MEI shareholders to
follow ISS’ recommendation and vote today FOR the transaction with
Infinity Pharmaceuticals. All shareholders of record as of the
close of business on May 24, 2023 are entitled to vote at the
special meeting.
Shareholders who have questions or need assistance voting your
shares, please contact Alliance Advisors, MEI’s proxy
solicitor:
Alliance Advisors, LLC 200 Broadacres
Drive, 3rd Floor Bloomfield, NJ 07003 +1 (888)
511-2635 Email: MEIP@allianceadvisors.com
Stifel is serving as financial advisor to MEI Pharma and Morgan
Lewis is serving as legal counsel.
About MEI Pharma
MEI Pharma, Inc. (Nasdaq: MEIP) is a pharmaceutical company
focused on developing potential new therapies for cancer. MEI
Pharma’s portfolio of drug candidates includes clinical stage
candidates with differentiated mechanisms of action intended to
address unmet medical needs and deliver improved benefit to
patients, either as standalone treatments or in combination with
other therapeutic options. For more information, please visit
www.meipharma.com. Follow us on Twitter @MEI_Pharma and on
LinkedIn.
Important Information about the Merger and Where to Find
It
This communication relates to a proposed transaction between
Infinity and the Company. In connection with the proposed merger,
the Company filed with the SEC a registration statement on Form S-4
that includes a joint proxy statement of the Company and Infinity
(the “Joint Proxy Statement/Prospectus) that also constitutes a
prospectus of the Company. The registration statement on Form S-4
was declared effective by the SEC on June 6, 2023. the Company and
Infinity have each filed and mailed the Joint Proxy
Statement/Prospectus to their respective shareholders. INVESTORS
AND THE COMPANY’S AND INFINITY’S RESPECTIVE SHAREHOLDERS ARE URGED
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY AND
ANY OTHER DOCUMENTS FILED BY EACH OF THE COMPANY AND INFINITY WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER.
Investors and shareholders may obtain a free copy of the Joint
Proxy Statement/Prospectus and other documents containing important
information about the Company and Infinity from the SEC’s website
at www.sec.gov. the Company and Infinity make available free of
charge at www.meipharma.com and www.infi.com, respectively (in the
“Investors” and “Investors/Media” sections, respectively), copies
of materials they file with, or furnish to, the SEC.
Participants in the Solicitation
The Company, Infinity and their respective directors, executive
officers and certain employees and other persons may be deemed to
be participants in the solicitation of proxies from the
shareholders of the Company and Infinity in connection with the
proposed merger. Securityholders may obtain information regarding
the names, affiliations and interests of the Company’s and
Infinity’s directors and executive officers in the Joint Proxy
Statement/Prospectus which may be obtained free of charge from the
SEC’s website at www.sec.gov, the Company’s investor website at
https://www.meipharma.com/investors and Infinity’s investor website
at https://investors.infi.com/.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements contained in this communication may be
considered forward-looking statements within the meaning of the
federal securities law. Such statements are based upon current
plans, estimates and expectations of the management of the Company
and Infinity that are subject to various risks and uncertainties
that could cause actual results to differ materially from such
statements. The inclusion of forward-looking statements should not
be regarded as a representation that such plans, estimates and
expectations will be achieved. Words such as “anticipate,”
“expect,” “project,” “intend,” “believe,” “may,” “will,” “should,”
“plan,” “could,” “continue,” “target,” “contemplate,” “estimate,”
“forecast,” “guidance,” “predict,” “possible,” “potential,”
“pursue,” “likely,” and words and terms of similar substance used
in connection with any discussion of future plans, actions or
events identify forward-looking statements. All statements, other
than historical facts, including statements regarding: the expected
timing of the closing of the proposed merger; the ability of the
parties to complete the proposed merger considering the various
closing conditions; the expected benefits of the proposed merger,
including estimations of anticipated cost savings and cash runway;
the competitive ability and position of the combined company; the
potential, safety, efficacy, and regulatory and clinical progress
of the combined company’s product candidates, including the
anticipated timing for initiation of clinical trials and release of
clinical trial data and the expectations surrounding potential
regulatory submissions, approvals and timing thereof; the
sufficiency of the combined company’s cash, cash equivalents and
short-term investments to fund operations; and any assumptions
underlying any of the foregoing, are forward-looking statements.
Important factors that could cause actual results to differ
materially from the Company’s and Infinity’s plans, estimates or
expectations could include, but are not limited to: (i) the risk
that the proposed merger may not be completed in a timely manner or
at all, which may adversely affect the Company’s and Infinity’s
businesses and the price of their respective securities; (ii)
uncertainties as to the timing of the consummation of the proposed
merger and the potential failure to satisfy the conditions to the
consummation of the proposed merger, including obtaining
shareholder and regulatory approvals; (iii) the proposed merger may
involve unexpected costs, liabilities or delays; (iv) the effect of
the announcement, pendency or completion of the proposed merger on
the ability of the Company or Infinity to retain and hire key
personnel and maintain relationships with customers, suppliers and
others with whom the Company or Infinity does business, or on the
Company’s or Infinity’s operating results and business generally;
(v) the Company’s or Infinity’s respective businesses may suffer as
a result of uncertainty surrounding the proposed merger and
disruption of management’s attention due to the proposed merger;
(vi) the outcome of any legal proceedings related to the proposed
merger or otherwise, or the impact of the proposed merger
thereupon; (vii) the Company or Infinity may be adversely affected
by other economic, business, and/or competitive factors; (viii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement and the
proposed merger; (ix) restrictions during the pendency of the
proposed merger that may impact the Company’s or Infinity’s ability
to pursue certain business opportunities or strategic transactions;
(x) the risk that the Company or Infinity may be unable to obtain
governmental and regulatory approvals required for the proposed
merger, or that required governmental and regulatory approvals may
delay the consummation of the proposed merger or result in the
imposition of conditions that could reduce the anticipated benefits
from the proposed merger or cause the parties to abandon the
proposed merger; (xi) risks that the anticipated benefits of the
proposed merger or other commercial opportunities may otherwise not
be fully realized or may take longer to realize than expected;
(xii) the impact of legislative, regulatory, economic, competitive
and technological changes; (xiii) risks relating to the value of
the Company shares to be issued in the proposed merger; (xiv) the
risk that integration of the proposed merger post-closing may not
occur as anticipated or the combined company may not be able to
achieve the benefits expected from the proposed merger, as well as
the risk of potential delays, challenges and expenses associated
with integrating the combined company’s existing businesses; (xv)
exposure to inflation, currency rate and interest rate
fluctuations, as well as fluctuations in the market price of the
Company’s and Infinity’s traded securities; (xvi) the impact of the
COVID-19 pandemic on the Company’s and Infinity’s industry and
individual companies, including on counterparties, the supply
chain, the execution of clinical development programs, access to
financing and the allocation of government resources; (xvii) final
data from pre-clinical studies and completed clinical trials may
differ materially from reported interim data from ongoing studies
and trials; (xviii) costs and delays in the development and/or U.S.
Food and Drug Administration (“FDA”) approval, or the failure to
obtain such approval, of the combined company’s product candidates;
(xix) regulatory authorities may not agree with the design or
results of clinical studies and as a result future clinical studies
may be subject to holds; (xx) uncertainties or differences in
interpretation in clinical trial results; (xxi) the combined
company’s inability to maintain or enter into, and the risks
resulting from dependence upon, collaboration or contractual
arrangements necessary for the development, manufacture,
commercialization, marketing, sales and distribution of any product
candidates; and (xxii) the ability of the Company or Infinity to
protect and enforce intellectual property rights; and (xxiii) the
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as the Company’s and Infinity’s response to
any of the aforementioned factors. Additional factors that may
affect the future results of the Company and Infinity are set forth
in their respective filings with the United States Securities and
Exchange Commission (the “SEC”), including the section entitled
“Risk Factors” in the Registration Statement on Form S-4 that was
declared effective by the SEC on June 6, 2023 and each of the
Company’s and Infinity’s most recently filed Annual Reports on Form
10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other filings with the SEC, which are available on the
SEC’s website at www.sec.gov. See in particular the Company’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2022
in Part I, Item 1A, “Risk Factors,” and Infinity’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, in Part I,
Item 1A, “Risk Factors.” The risks and uncertainties described
above and in the SEC filings cited above are not exclusive and
further information concerning the Company and Infinity and their
respective businesses, including factors that potentially could
materially affect their respective businesses, financial conditions
or operating results, may emerge from time to time. Readers are
urged to consider these factors carefully in evaluating these
forward-looking statements, and not to place undue reliance on any
forward-looking statements. Any such forward-looking statements
represent management’s reasonable estimates and beliefs as of the
date of this filing. While the Company and Infinity may elect to
update such forward-looking statements at some point in the future,
they disclaim any obligation to do so, other than as may be
required by law, even if subsequent events cause their views to
change.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230704693847/en/
David A. Walsey 858-369-7104 investor@meipharma.com Joele Frank,
Wilkinson Brimmer Katcher Dan Katcher / Aaron Palash 212-355-4449
MEIP-jf@joelefrank.com
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