ISS Believes Company’s Director Nominees
Represent an “Unusually Strong” Group of Current and Former
Executives From Relevant Fields and Are Best Suited to Continue
Overseeing MindMed’s Strategy
Concludes There is “No Reasonable Basis” to
Question MindMed’s Drug Development Strategy or Third-Party Support
From Greenleaf Health
Confirms FCM Has Not Made a Compelling Case for
Change; ISS Does Not Recommend Any of Dissident’s Nominees
MindMed Encourages Shareholders to Follow ISS
Recommendation and Vote on the WHITE Universal Proxy Card FOR ALL SIX of the Company's Director Nominees
Mind Medicine (MindMed) Inc. (NASDAQ: MNMD) (NEO: MMED), (the
“Company” or “MindMed”) today announced that leading proxy advisory
firm Institutional Shareholder Services Inc. (“ISS”) has
recommended shareholders vote for ALL of MindMed’s six highly
qualified director nominees at the upcoming Annual Meeting of
Shareholders (“Annual Meeting”), scheduled for June 15, 2023.
In its report supporting MindMed’s nominees, ISS notes the
following:1
- “The company's regulatory strategy appears reasonable
and has received third-party validation, and the drop in the
company's share price after its September 2022 equity raise is
in line with sectoral trends.”
- “The board has also undergone a complete refresh of its
ranks, yielding a strong cohort of independent directors, all
with industry experience. Against this backdrop, the
dissident has not made the case for change at MindMed.”
- “As the dissident has not presented a convincing case for
change at the company, support for all management nominees is
warranted.”
ISS highlights the Company’s Board refreshment, the relevant
experience of MindMed’s candidates and the Board’s positive
corporate governance:
- “The board's full refreshment of all six members began
on Sept. 29, 2021, with the appointment of Vallone and Krebs, and
the company expects to complete the refreshment at this
year's AGM with the election of its new nominee, Gryska.”
- “In this process, the board has been able to attract an
unusually strong collection of former and current executives in the
fields of mental health (Vallone), drug development and
commercialization (Bruhn, Crystal, and Krebs), and financial
management (Gryska).”
- “The board utilizes many conventional governance best
practices, such as an independent chair, annual director
elections, a well-refreshed board, and a majority voting standard
for director elections with a director resignation policy.”
ISS supports the Company’s financial and regulatory
strategy:
- “To its credit, the board appears to have ensured that the
company has sufficient cash for the next two years of the
company's development. The company's cash runway over the past
three quarters, following the company's Q3 2022 financings,
appears to be appreciably greater than its peer
median.”
- “The board took the additional step of seeking outside
validation of its (regulatory) strategy by engaging Greenleaf
Health, which has supported the company's choice.”
- “There appears to be no clear reason to question Greenleaf's
concurrence with the company's regulatory strategy, even given
the provider-client relationship between these parties. The
company's collaborator at University Hospital Basel, Matthias
Liechti, also supports the company's choice of this Phase IIb
trial.”
- “The company's trial strategy appears to be based on
reasonable strategic considerations, and there seems to be
no board dysfunction that is adversely affecting its
oversight of the company's strategy.”
- “At this stage in the company's development, there appears to
be no reasonable basis for shareholders to question either the
company's development strategy or Greenleaf's third-party
validation.”
Robert Barrow, Chief Executive Officer and Director of MindMed,
stated: “We appreciate ISS’s support for all six of MindMed’s
director nominees and believe ISS rightly acknowledges the
significant progress we have made in evolving MindMed over the past
two years. We are successfully executing our plan to reach key data
milestones and create value – and ISS’s recommendation is
validation of our people and approach in that endeavor. Each of our
nominees brings proven experience in the key areas of focus for
MindMed and reflects a Board that has been proactively and
thoughtfully refreshed in recent years. This is a critical period
for the Company, and we are committed to maintaining our forward
progress to deliver on our mission for patients and
shareholders.”
MindMed believes ISS's respected standing as both an expert in
contested situations and as an objective third-party should
reinforce to shareholders that the strategy presented by the
MindMed Board and management is the right one. MindMed encourages
all shareholders to follow the recommendation of ISS and vote "FOR"
the Company's six highly qualified director nominees using the
WHITE universal proxy card at
the upcoming Annual Meeting, scheduled for June 15, 2023.
For additional information, please visit
www.ProtectMindMed.com.
VISIT WWW.PROTECTMINDMED.COM
FOR MORE INFORMATION
Due to new U.S. federal rules requiring us
to list FCM’s nominees in addition to the Board’s nominees, your
WHITE proxy card this year has more
names on it than the six directors to be elected. The inclusion of
FCM’s nominees on our WHITE proxy card
does NOT mean the Board endorses them.
Vote TODAY on the WHITE proxy card FOR all six of the Board’s
nominees, WITHHOLD on FCM’s nominees and FOR the other proposals
recommended by your Board.
You can help reject FCM’s efforts to take
control of the Board by discarding any blue proxy cards and
materials you may receive from FCM.
Shareholders will receive proxy materials
directly via the preferred method, hard copy or email, specific to
each shareholder’s account. If you have any questions, or need
assistance voting your shares, please contact the firm assisting us
in the solicitation of proxies:
Morrow Sodali LLC 509 Madison Avenue, Suite
1206 New York, NY 10022 Banks and Brokers Call: (203) 658-9400
Shareholders Call Toll Free: (800) 662-5200 Email:
MNMD@investor.morrowsodali.com
Shareholders that do not receive proxy
materials should contact your broker and request the WHITE voting control number or contact Morrow
Sodali.
About MindMed
MindMed is a clinical stage biopharmaceutical company developing
novel product candidates to treat brain health disorders. Our
mission is to be the global leader in the development and delivery
of treatments that unlock new opportunities to improve patient
outcomes. We are developing a pipeline of innovative product
candidates, with and without acute perceptual effects, targeting
neurotransmitter pathways that play key roles in brain health
disorders.
MindMed trades on NASDAQ under the symbol MNMD and on the
Canadian NEO Exchange under the symbol MMED.
Cautionary Notes and Forward-Looking Statements
Certain statements in this press release related to the Company
constitute “forward-looking information” within the meaning of
applicable securities laws and are prospective in nature.
Forward-looking information is not based on historical facts, but
rather on current expectations and projections about future events
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These
statements generally can be identified by the use of
forward-looking words such as “will”, “may”, “should”, “could”,
“intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”,
“potential” or “continue”, or the negative thereof or similar
variations. Undue reliance should not be placed on forward-looking
information, which are inherently uncertain, are based on estimates
and assumptions, and are subject to known and unknown risks and
uncertainties (both general and specific) that contribute to the
possibility that the future events or circumstances contemplated by
the forward-looking statements will not occur. There can be no
assurance that the plans, intentions or expectations upon which
forward-looking statements are based will in fact be realized.
Forward-looking information in this press release includes, but is
not limited to, statements regarding the potential benefits and
development of the Company’s product candidates, trials, studies
and programs; the strengths and benefits of the Company’s strategic
plan; the Company’s business plans and objectives; the ability of
MindMed to achieve success consistent with management’s
expectations; and the expected impact and results of the Company’s
corporate governance practices, including of the Company Board’s
director nominees.
Forward-looking information is based on the opinions and
estimates of management of the Company at the date the statements
are made, as well as a number of assumptions made by, and
information currently available to, the Company concerning, among
other things, anticipated performance of its product candidates and
programs, business prospects, strategies, regulatory developments,
the development of its product candidates into effective products,
the ability to produce products if approved, the approval by
regulators of any products that are developed, and the
non-occurrence of the risks and uncertainties outlined below or
other significant events occurring outside of MindMed’s normal
course of business. Although management of the Company considers
these assumptions to be reasonable based on information currently
available to it, they may prove to be incorrect.
There are numerous risks and uncertainties that could cause
actual results and the Company’s plans and objectives to differ
materially from those expressed in the forward-looking information,
including history of negative cash flows; limited operating
history; incurrence of future losses; availability of additional
capital; changes in market conditions; lack of product revenue;
compliance with laws and regulations; changes in government policy;
difficulty associated with research and development; risks
associated with clinical trials or studies; heightened regulatory
scrutiny; early stage product development; clinical trial risks;
regulatory approval processes; novelty of the psychedelic inspired
medicines industry; as well as those risk factors discussed or
referred to herein and the risks described in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022 and
the Company’s Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2023 under headings such as “Special Note Regarding
Forward-Looking Statements,” and “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” and other filings and furnishings made by the Company
with the securities regulatory authorities in all provinces and
territories of Canada which are available under the Company’s
profile on SEDAR at www.sedar.com and with the U.S. Securities and
Exchange Commission (“SEC”) on EDGAR at www.sec.gov. Except as
required by law, the Company undertakes no duty or obligation to
update any forward-looking statements contained in this press
release as a result of new information, future events, changes in
expectations or otherwise.
Additional Information and Where to Find It
MindMed has filed with the SEC and Canadian securities
regulatory authorities on May 1, 2023 a definitive proxy statement
on Schedule 14A (the “proxy statement”), containing a form of
WHITE universal proxy card,
with respect to its solicitation of proxies for the annual general
meeting of shareholders of MindMed on June 15, 2023 (the “Annual
Meeting”). Details concerning the nominees of MindMed’s Board for
election at MindMed’s Annual Meeting are included in the proxy
statement. This press release is not a substitute for the proxy
statement or other document that MindMed has filed or may file with
the SEC and Canadian securities regulatory authorities in
connection with any solicitation by MindMed.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND THE
ACCOMPANYING WHITE UNIVERSAL
PROXY CARD) FILED BY MINDMED AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC AND CANADIAN SECURITIES REGULATORS WHEN THEY BECOME
AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MINDMED AND ANY SOLICITATION. Investors
and security holders may obtain copies of these documents and other
documents filed with the SEC and Canadian securities regulatory
authorities by MindMed free of charge through the website
maintained by the SEC at www.sec.gov or through the Company’s
profile on SEDAR at www.sedar.com. Copies of the documents filed by
MindMed are also available free of charge by accessing MindMed’s
website at www.mindmed.co.
Participants in the Solicitation
This press release is neither a solicitation of a proxy or
consent nor a substitute for any proxy statement or other filings
that may be made with the SEC and Canadian securities regulatory
authorities. Nonetheless, MindMed, its directors and executive
officers and other members of management and employees may be
deemed under U.S. securities laws and Canadian securities laws to
be participants in the solicitation of proxies with respect to a
solicitation by MindMed. Information about MindMed’s executive
officers and directors and other participants in the solicitation,
including their respective interests, by security holders or
otherwise, is available in the proxy statement. To the extent
holdings of MindMed securities reported in the proxy statement for
the Annual Meeting have changed, such changes have been or will be
reflected on Statements of Change in Ownership on Forms 3, 4 or 5
filed with the SEC and if applicable, on the System for Electronic
Disclosure by Insiders (SEDI) in accordance with insider reporting
requirements of Canadian securities laws. These documents are or
will be available free of charge at the SEC’s website at
www.sec.gov and either through the Company’s profile on SEDAR at
www.sedar.com or updated filings on SEDI at www.sedi.ca.
1 Permission to quote ISS was neither sought nor obtained.
Emphases added.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230605005275/en/
For Media: media@mindmed.co
OR
Longacre Square Partners Dan Zacchei / Miller Winston
mindmed@longacresquare.com
For Investors: ir@mindmed.co
OR
Morrow Sodali Michael Verrechia / Eric Kamback
MNMD@investor.morrowsodali.com
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