MEI Pharma, Inc. (NASDAQ: MEIP) (the “Company”) today issued the
following statement in response to the Consent Solicitation
launched by Anson Advisors Inc. and Cable Car Capital LLC on July
17, 2023:
Anson and Cable Car have launched a process,
called a consent solicitation, in an attempt to take control of the
Company by removing MEI’s directors. The consent solicitation
further seeks to have MEI repeal any amendment to our bylaws since
February 22, 2023 and prevent any future amendment prior to
completion of the consent solicitation.
As we noted in our direct response back to
Anson and Cable Car, MEI is incorporated in Delaware and their
attempt to remove our Board of Directors without cause is not
allowed under Delaware law. Moreover, the MEI Board has not made or
proposed any modification of the bylaws to date, nor does it have
any current intention to do so. We encourage our shareholders
not to be misled by Anson and Cable Car’s latest unconstructive
attempts to takeover the Company.
The MEI Board and management team are
committed to creating shareholder value, and will take actions that
they believe are in the best interest of all of the Company’s
shareholders.
Our Board reiterates its recommendation that
shareholders vote FOR our pending transaction with Infinity
Pharmaceutics, Inc (“Infinity”). Independent leading proxy advisory
firms ISS and Glass Lewis both recognize the strategic benefits of
the transaction and also recommend shareholders vote FOR the
Infinity transaction.
The Company's response to the consent solicitation from Anson
and Cable Car is being filed on Form 8-K with the U.S. Securities
and Exchange Commission on July 18, 2023.
Stifel is serving as financial advisor to MEI Pharma and Morgan
Lewis is serving as legal counsel.
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 United States Securities and Exchange
Commission (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 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/20230717420130/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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