Anson and Cable Car File Preliminary Consent Materials to Remove Entire Board of Directors at MEI Pharma, Inc.
17 Julho 2023 - 10:17AM
Anson Funds (“Anson”) and Cable Car Capital LLC (“Cable Car” and,
together with Anson, “we” or “us”), which collectively beneficially
own approximately 14.8% of the outstanding common stock of MEI
Pharma, Inc. (the “Company” or “MEIP”; NasdaqCM: MEIP), today
announced that they have filed preliminary consent materials with
the Securities and Exchange Commission regarding their solicitation
of written consents from stockholders in lieu of a stockholder
meeting to remove the entire Board of Directors (the “Board”) of
MEIP and issued the following statement:
“In our view, the current Board has not operated
with stockholders in mind and needs to be held accountable. We
believe the Board has repeatedly exhibited poor judgment and has
failed to listen to stockholders, as evidenced by its decision to
pursue a value-destructive and speculative transaction with
Infinity Pharmaceuticals and its apparent refusal to accept that
the transaction has seemingly failed to garner support from
stockholders, the true owners of the Company.
We are launching this consent solicitation
because we believe immediate action must be taken to prevent the
further destruction of value. Removing the current directors is an
important first step in reconstituting the Board and creating
meaningful change at the Company.
The Board’s unwillingness to return capital to
stockholders and refusal to engage with us regarding our all-cash
acquisition proposal, in our view, evinces its fundamental
misunderstanding of its role as steward of stockholder resources.
We believe the stockholders of MEIP deserve a well-functioning
Board that understands its role and will prioritize the best
interest of stockholders.
We look forward to continuing to engage with our
fellow stockholders over the coming weeks and invite you to review
our preliminary consent statement, which explains further why we
believe urgent change on the Board is needed.”
About Anson Anson Funds is a
privately held alternative asset manager with $1.6B in
assets. The firm was founded in 2007 with offices
in Toronto and Dallas.
About Cable Car Cable Car
Capital LLC is a registered investment adviser based in San
Francisco and the general partner of Funicular Funds, LP, an
investment partnership.
Media and Investor
ContactsAnson FundsTaheer DatooPortfolio Manager(416)
447-8874tdatoo@ansonfunds.com
Cable Car Capital
LLC Steve
ZelingerGeneral Counsel(650) 438-3434Steve@CableCarCapital.com
InvestorCom LLCJohn Glenn Grau(203) 295-7841
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Cable Car Capital LLC (“Cable Car Capital” and,
together with its affiliates, “Cable Car”), Anson Advisors Inc.
(“Anson Advisors”, and, together with its affiliates, “Anson”) and
the other participants named herein (collectively, the
“Participating Stockholders”), has filed a preliminary consent
statement and accompanying WHITE consent card with
the Securities and Exchange Commission (“SEC”) to be used to
solicit consents for the removal of all members of the board of
directors (the “Board”) of MEI Pharma, Inc., a Delaware corporation
(the “Company”).
CABLE CAR AND ANSON STRONGLY ADVISE ALL
STOCKHOLDERS OF THE COMPANY TO READ THE CONSENT STATEMENT AND OTHER
CONSENT MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH CONSENT MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL
PROVIDE COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE, WHEN
AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS’ CONSENT SOLICITOR.
The participants in this consent solicitation
are Funicular Funds, LP (“Funicular”), Cable Car Capital, Jacob
Ma-Weaver, Anson Funds Management LP (“Anson Management”), Anson
Management GP LLC (“Anson GP”), Bruce R. Winson, Anson Advisors,
Amin Nathoo, and Moez Kassam.
As of the date hereof, the Participating
Stockholders beneficially own, in the aggregate, 988,928 shares of
the Company’s common stock, par value $0.00000002 per share (the
“Common Stock”). As of the date hereof, Funicular beneficially owns
directly 326,400 shares of Common Stock. Cable Car, as the general
partner of Funicular, may be deemed to beneficially own the 326,400
shares of Common Stock owned by Funicular. Mr. Ma-Weaver, as the
Managing Member of Cable Car, may be deemed to beneficially own the
326,400 shares of Common Stock owned directly by Funicular. As of
the date hereof, Anson Management and Anson Advisors, each of which
serve as the co-investment advisors to certain private funds (the
“Anson Funds”), may be deemed to beneficially own the 662,528
shares of Common Stock owned directly by the Anson Funds. Anson GP,
as the General Partner of Anson Management, may be deemed to
beneficially own the 662,528 shares of Common Stock owned directly
by the Anson Funds. Mr. Winson, as the principal of Anson
Management and Anson GP, may be deemed to beneficially own the
662,528 shares of Common Stock owned directly by the Anson Funds.
Mr. Nathoo and Mr. Kassam, each as directors of Anson Advisors, may
be deemed to beneficially own the 662,528 shares of Common Stock
owned directly by the Anson Funds.
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