QUEBEC CITY, April 22, 2013 /CNW Telbec/ - The Board of Directors and
Management of DiagnoCure Inc. (TSX: CUR) (OTCQX: DGCRF) urge
shareholders to vote their proxy in favor of Management's director
nominees.
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Both independent and influential proxy advisory firms, ISS, and Glass
Lewis, have recommended that shareholders support the current board of
DiagnoCure.
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A dissident shareholder group is attempting to seize control of your
company's board of directors. What is their plan?
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The dissident group waited until just last week to publicly communicate
their intentions to DiagnoCure shareholders. Shareholders have little
time to react. Please cast your vote as soon as possible.
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DiagnoCure has an experienced, qualified and independent board, with two
recent high-caliber additions. We know very little about the dissident
nominees.
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DiagnoCure's discussions with current, and potential partners, and the
company's research and development may be in jeopardy as a result of
the dissident group's attempt to control the board.
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Shareholders should immediately contact DiagnoCure's proxy solicitation
agent Georgeson at 1-888-605-8415 or askus@georgeson.com for assistance in voting their proxy, or to obtain a replacement proxy.
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Shareholders Caught by Surprise - Little Time Left to Vote for
Management Nominees
The dissident shareholder group, led by Todd Axelrod and Dr. Michael
Rosenman, waited until April 18, 2013 - just a few days before the
proxy deadline, to publicly reveal their intentions to take control of
the board. They did this only after the Company's Advance Notice Policy forced the submission of
basic background information to the Board, which DiagnoCure made public
on April 15, 2013 for the benefit of all shareholders.
The dissident group has not filed an information circular or mailed a
letter or other materials to shareholders. You may not have been aware
of the dissidents' plan to take control of your board and as a result
may have discarded your proxy materials. Call our proxy solicitation
agent Georgeson, at the number above for assistance in obtaining new
proxy voting materials and casting your vote.
Do not let the dissidents disenfranchise you - exercise your right to
vote. All DiagnoCure shareholders, regardless of how many shares you
own, must cast their vote today to stop the dissident group.
Both Independent Proxy Advisory Firms ISS and Glass Lewis Recommend
Voting FOR Management's Nominees and the Advance Notice By-Law.
Institutional Shareholder Services Inc. ("ISS"), and Glass Lewis & Co.
("Glass Lewis") are independent firms that advise shareholders on how
to vote according to guidelines of good corporate governance.
Both ISS and Glass Lewis have recommended that shareholders cast ballots
FOR your current board of directors. In addition, while the dissidents
opposed the Advance Notice By-Law, both ISS and Glass Lewis have
recommended voting FOR it.
No Plan but Potential for Major Disruption
Pierre Dozois, a dissident nominee admitted in an interview with La
Presse on April 17, 2013, that the dissidents have no specific plans to
address the share price.
On April 8, 2013, members of DiagnoCure's management and board met with
dissident group representatives. DiagnoCure's representatives
repeatedly, and in good faith, asked the dissident group
representatives for their suggestions for the enhancement of
shareholder value. The dissident representatives did not offer any
suggestions, plans or solutions.
As most shareholders are aware, we are continuously engaged in efforts
to develop and negotiate licensing and distribution partnerships. These
efforts are carefully, and responsibly executed as part of our overall
strategic plan. For competitive reasons we often conduct these and
other similar discussions discreetly and make public announcements upon
significant milestones. These efforts could be seriously compromised if
the dissident nominees are elected.
Don't let the dissidents upset our positive momentum. In January,
DiagnoCure reached mutually agreeable terms on the release of
Previstage GCC from Signal Genetics, allowing us the opportunity to
license the technology to a new partner. First quarter US royalties for
the PROGENSA® PCA3 assay were up 84%, compared to the same period in
2012.
The board and management of DiagnoCure will continue to carefully manage
the company's financial resources. The company maintains conservative
revenue and cash flow assumptions to ensure that the company has the
necessary resources to execute on DiagnoCure's strategies to maximize
shareholder value.
Dissident Nominees Appear to Lack Relevant Experience
None of the dissident nominees have disclosed to us any relevant
experience in the molecular diagnostic space. Of the three dissident
nominees, only Hans Mäder, has somewhat related experience in the
pharmaceutical industry.
Mr. Mäder was the Chief Executive and director of a biopharmaceutical
company until stepping down in 2007, since then, to our knowledge; he
has acted as a consultant to other companies. While we respect his
background, it has been several years since he was actively involved in
overseeing the affairs of a public company. We don't know of any other
subsequent instances where he acted as a director or officer of a
public company.
We are concerned that Mr. Dozois appears to be acting as both legal
counsel to the leader of the dissident shareholder group - Mr. Axelrod,
and a director nominee. Outside directors of well functioning boards
should be independent and accountable to all shareholders.
Mr. Guay's apparent public company experience is as the interim-CFO of
the Ranaz Corporation, a marketer of protein supplements, for just over
a year. Mr. Guay also acted as CFO of Accessoires de piscine
Competition Inc. from January 2008 to August 2008 - the company would
go on to declare bankruptcy in December 2009. From January 2011 to
April 2013 he acted a CFO of Mechtronix Systems Inc. - Mechtronix and
its affiliated companies declared bankruptcy between June and October
2012.
In Contrast, DiagnoCure has an Experienced, Qualified and Dynamic Board
The current board of DiagnoCure is composed of independent and highly
qualified individuals. We have sought out directors who bring diverse
experience with public companies, R&D activities, oncology, urology,
administration, private and public partnerships, corporate governance,
finance and financing activities. Our skills matrix emphasizes relevant
industry experience, financial acumen and a commitment to the highest
standards of corporate governance.
As a result of our ongoing board renewal and recruitment process, we
have been able to recently attract high quality directors like Dr.
Jacques Simoneau and Mr. Andrew Sheldon to DiagnoCure's Board.
The board takes an active role in planning and responding to the
evolving needs of the company. Board members will continue to welcome,
and be receptive to input from shareholders. The new board remains
focused on maximizing shareholder value, exploring new avenues of
growth, and recruiting and retaining key high-quality personnel.
Your board of directors is made up of individuals who continue to be
active in their professions. They have crucial public company board
experience, strong business backgrounds, and incredible
biopharmaceutical credentials. The management information circular and
our press release on April 15, 2013, contain detailed information on
each of our director nominees. We included some highlights below, so
that you can see the stunning contrast between your current board of
directors and the nominees put forward by the dissidents.
Dr. Yves Fradet: Co-Founder and Chairman of the Board. Dr. Fradet was instrumental in
the negotiations of DiagnoCure's initial license and collaboration
agreement with Gen-Probe and collaboration agreement with Signal
Genetics. Both deals generated $20M in non-dilutive cash for
DiagnoCure. He is an active member of the American Association of
Genito-Urinary Surgeons limited to 75 active members in North America
among the leaders of urology and the recipient of numerous honours and
awards including the Lifetime Career Achievement Award from the
Canadian Urology Association in 2012.
Dr. Louise Proulx: Over 30 years of experience in science and research management. Member
of senior management team of Biochem Pharma, and ViroChem Pharma.
Participated in the sale process of Biochem Pharma to Shire
Pharmaceuticals for $4 Billion, and the sale of ViroChem Pharma for
$375mm to Vertex Pharmaceuticals. Dr. Proulx has been a member of
several boards of directors over her career. Certified ICD.D by the
Institute of Corporate Directors.
Mr. Andrew Sheldon: President and CEO of Medicago Inc., a clinical stage, public biopharma
company that he has managed for over 10 years. A total of 30 years
experience in the pharmaceutical industry, including 8 years of public
company executive experience. Mr. Sheldon has a proven reputation in
the capital markets as well, raising over $100mm from investors over
the past 4 years. Named CEO of the Year by the Vaccine Industry
Excellence awards at the World Vaccine Congress in 2012. Prior to
Medicago, Mr. Sheldon was the Vice-President, Sales and Marketing for
Shire Biologics. He is an experienced business development professional
who has negotiated many agreements with biotech and pharmaceutical
companies. His hands-on experience with business development,
distribution and commercialization of pharmaceuticals makes him
invaluable to the board.
Dr. Jacques Simoneau: President, CEO and director of Gestion Univalor LP, an entity that
commercializes and transfers technologies and innovations created at
Université de Montréal and its affiliated schools. He is a current or
past director of 6 public companies, and 14 private companies. Dr.
Simoneau's career includes significant experience in private equity and
venture capital. His positions as Executive Vice President, Investments
of the Business Development Bank of Canada, and Senior Vice-President
of the Fonds de solidarité FTQ, saw him lead a total of $1.8B of
investments. Certified ICD.D by the Institute of Corporate Directors.
Dr. Vincent R. Zurawski: President and CEO of Hepregen, a leader in the development of
micro-liver products. Considered a pioneer of the biotechnology
industry, Dr. Zurawski was one of the founders of Centocor, playing a
major role in developing and executing the company's successful cancer
diagnostic product strategy. He was the founder and chief executive of
Apollon, Inc. later sold to American Home Products (Wyeth
Pharmaceuticals). Dr. Zurawski has experience in bioinformatics, and
was the CEO of Compugen Inc., the US subsidiary of Compugen, Ltd. He is
the founding President and Chief Science Officer of Varinel, Inc. a
pharmaceutical company. He has been engaged in a number of other
start-up biotech companies.
Your Vote is Extremely Important!
We need to protect DiagnoCure from the dissident group. Shareholders
should immediately contact DiagnoCure's proxy solicitation agent
Georgeson at 1-888-605-8415 or askus@georgeson.com for assistance in voting their proxy, or to obtain a replacement proxy. Thank you for your support!
About DiagnoCure
DiagnoCure (TSX: CUR; OTCQX: DGCRF) is a life sciences corporation that
develops and commercializes high-value cancer diagnostic tests that
increase clinician and patient confidence in making critical treatment
decisions. In 2008, the Corporation launched a colorectal cancer
staging test through its U.S. CLIA laboratory. PrevistageTM GCC is
currently available for licensing. The Corporation has granted a
worldwide exclusive license to Gen-Probe, now a wholly-owned subsidiary
of Hologic Inc. operating as Hologic Gen-Probe, for the development and
commercialization of a prostate cancer test using PCA3, DiagnoCure's
proprietary molecular biomarker. Hologic Gen-Probe's PROGENSA® PCA3
test is commercialized in Europe under CE mark and is approved for
commercialization in Canada and the United States. For more
information, please visit www.diagnocure.com.
Forward‐looking statements
This release may contain forward‐looking statements that involve known
and unknown risks, uncertainties and assumptions that may cause actual
results to differ materially from those expected. Forward-looking
statements can be identified by the use of the conditional or
forward-looking terminology such as "anticipates", "assumes",
"believes", "estimates", "expects", "intend", "may", "plans",
"projects", "should", "will", or the negative thereof or other
variations thereon. Forward-looking statements also include any other
statements that do not refer to historical facts. All such
forward-looking statements are made pursuant to the "safe-harbour"
provisions of applicable Canadian securities laws. By their very
nature, forward‐looking statements are based on expectations and
hypotheses and also involve risks and uncertainties, known and unknown,
many of which are beyond DiagnoCure's control. Forward-looking
statements are presented for the purpose of assisting investors and
others in understanding certain key elements of the Corporation's
current objectives, strategic priorities, expectations and plans, and
in obtaining a better understanding of the Corporation's business and
anticipated operating environment. Readers are cautioned that such
information may not be appropriate for other purposes and that they
should not place undue reliance on these forward‐looking statements.
For instance, any forward-looking statements regarding the outcome of
research and development projects, clinical studies and future
revenues, including those related to PROGENSA® PCA3, are based on
management expectations and such outcome may vary materially depending
on global political and economic conditions, dependence on
collaboration partners, uncertainty of healthcare reimbursement, and
marketing and distribution challenges. In addition, the reader is
referred to the applicable general risks and uncertainties described in
DiagnoCure's most recent Annual Information Form under the heading
"Risk Factors". DiagnoCure undertakes no obligation to publicly update
or revise any forward‐looking statements contained herein unless
required by the applicable securities laws and regulations.
SOURCE: DiagnoCure inc.
Bayfield Strategy, Inc.
Riyaz Lalani
(416) 937-9365
www.bayfieldstrategy.com