The Board Will Defend Shareholders from Opportunistic Takeover of the Company
Believes Brosh Capital's Request Does Not Comply With Alcobra's Articles of Association
TEL AVIV, Israel, April 24, 2017 (GLOBE NEWSWIRE) -- Alcobra Ltd. (Nasdaq:ADHD), an emerging pharmaceutical company focused on
the development of new medications to treat CNS and cognitive disorders, today mailed proxy materials for the Extraordinary General
Meeting of Shareholders, called by Brosh Capital L.P. and certain of its affiliates ("the Brosh Group"), to describe the Board’s
opposition to the Brosh Group’s calling of the meeting and to provide shareholders with the ability to vote on the Company’s proxy
card to defend Alcobra against an opportunistic takeover by a new investor with no track record of managing pharmaceutical
companies.
As previously announced, Alcobra believes that the Brosh Group’s proposals violate the organizational documents of the Company
and applicable law, and therefore Alcobra respectfully rejected the Brosh Group’s request to convene an extraordinary general
meeting of shareholders. Alcobra believes the Extraordinary Meeting of Shareholders should not be held in light of applicable law,
but is nevertheless committed to defending shareholders against an opportunistic takeover should the meeting be deemed legally
valid.
The Extraordinary General Meeting is of particular importance to all Alcobra shareholders because the Brosh Group’s proposals
aim to remove the Company’s entire Board of Directors – the members of which were elected by shareholders at the Company’s 2016
annual general meeting – and to fill the resulting Director vacancies with five individuals hand-picked and recommended solely by
the Brosh Group. In short, the proposals are an effort by the Brosh Group to take control of Alcobra while offering no premium to
every other shareholder.
The Board strongly believes that the Brosh Group’s proposals are not in the best interests of shareholders. Since Alcobra’s
Directors are elected annually, subject to applicable law, shareholders who wish to propose replacement nominees and remove some or
all of the current directors will have the ability to do so at this year’s annual general meeting of shareholders, which will be
held on or prior to October 19, 2017.
Accordingly, Alcobra urges shareholders to reject the Brosh Group’s efforts to take control of the Board of Directors. The
Board unanimously recommends that shareholders vote AGAINST Proposals 1, 2, 3 and 4 by utilizing the Company’s GOLD proxy card and
reject any proxy cards sent to them by the Brosh Group. If shareholders have any questions or need any assistance in voting shares
by proxy, please contact Alcobra’s proxy solicitor, Morrow Sodali, at (800) 662-5200. Brokers may dial (203) 658-9400.
Alcobra is represented by Vinson & Elkins LLP, Gornitzky & Co. and ZAG-S&W LLP.
About Alcobra
Alcobra Ltd. (the “Company”) is an emerging pharmaceutical company primarily focused on the development and commercialization of
medications to treat CNS and cognitive disorders. For more information, please visit the company's website, www.alcobra-pharma.com, the content of which is not incorporated herein by reference.
Important Additional Information
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s
shareholders in connection with the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) called to
be held on May 23, 2017 by Brosh Capital, L.P., Exodus Capital L.P., Exodus Management Israel Ltd. and Amir Efrati. The Company has
filed a proxy statement and GOLD proxy card on Form 6-K with the SEC in connection with such solicitation of proxies from the
Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING GOLD PROXY
CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the identity of the participants, and their direct or indirect interests, by security holdings or otherwise,
is set forth in the proxy statement and other materials to be filed with the SEC in connection with the Extraordinary General
Meeting. Shareholders will be able to obtain the proxy statement, any amendments or supplements thereto and other documents filed
by the Company with the SEC at no charge at the SEC’s website at www.sec.gov.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Because such statements deal with future
events and are based on the Company’s current expectations, they are subject to various risks and uncertainties and actual results,
performance or achievements of the Company could differ materially from those described in or implied by the statements in
this press release. For example, forward-looking statements include statements regarding the timing and content of future
communications to investors. The forward-looking statements contained or implied in this press release are subject to
other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s Annual Report
on Form 20-F for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission (SEC) and in
subsequent filings with the SEC. Except as otherwise required by law, the Company disclaims any intention or obligation to update
or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information,
future events or circumstances or otherwise.
Investor Contacts Alcobra Investor Relations Debbie Kaye US: 212-390-8964, Intl: +972-3-7299871 IR@alcobra-pharma.com Media Contacts Gagnier Communications Dan Gagnier/Patrick Reynolds 646-569-5897 dg@gagnierfc.com