- Jakobsohn seeking full control of Knight’s board – a 7% shareholder trying to take-over your company and spend
your money for his benefit
- Jakobsohn is seeking unfettered access to Knight’s cash to place risky bets on early-stage pharmaceuticals that he would
benefit from as 70% owner of Medison
- Jakobsohn’s so-called “plan” is vague and not actionable, and neither Jakobsohn nor his nominees have the relevant
experience
- Every dollar Medison makes, Jakobsohn makes 72 cents. Every dollar Knight makes, Jakobsohn makes 7 cents. He wants to
control both. Where does his real interest lie?
- Shareholders with questions or need help voting the BLUE Proxy or VIF should contact Kingsdale Advisors at 1-888-518-1552
or contactus@kingsdaleadvisors.com
MONTREAL, April 04, 2019 (GLOBE NEWSWIRE) -- Knight Therapeutics Inc. (TSX: GUD) ("Knight"), a Canadian specialty pharmaceutical
company, announced today that the Company has filed its management information circular (the “Circular”) for its upcoming 2019
Annual General Meeting (the “Meeting”) on May 7, 2019.
The Circular includes Knight’s formal recommendation regarding director nominees, including recently added independent director
Nancy Harrison, who joined in 2018, and independent director Michael Tremblay, who is standing for election for the first
time. Together, they bring significant experience in the biotechnology sector, operations, development and strategy. If the
Board of Directors’ recommendation to elect Nancy Harrison and Michael Tremblay is adopted, over 70% of the board will be composed
of directors which have been appointed over the last four years; a pace of refreshment that is appropriate for a board of Knight’s
size.
The Circular also addresses activist shareholder and director Meir Jakobsohn’s risky strategy and self-interested attempt to take
control of the company. On Monday, the company was made aware Mr. Jakobsohn would seek control of the board with a slate of
six nominees. As previously noted by Knight, Mr. Jakobsohn’s interests are not aligned with Knight shareholders.
His focus is on accessing Knight’s cash to place risky bets on early stage pharmaceuticals effectively converting Knight into a
venture capital fund. This will disproportionally benefit Medison, his own private company in Israel, which has made less and less
money each year since Knight’s 2015 investment. His six nominees are not only recruited to implement this plan, but they also
lack any experience starting and building pharmaceutical companies, as well as expertise in finance and Canadian capital markets.
“Mr. Jakobsohn wants to install his people on your board so that he can gamble with your cash, to place risky bets on licensing
early-stage pharmaceuticals that he would disproportionately benefit from as 72% owner of Medison,” said CEO Jonathan Goodman.
“We’re on the right track, with a group of directors, enhanced by the addition of Nancy and Michael, who are independent, highly
qualified, have proven track records of success, are aligned with shareholders and are executing on a disciplined strategy for
profitable growth. Vote FOR the Knight board nominees, who are aligned with your interests and the original vision for
Knight. Mr. Jakobsohn, his nominees, and his agenda have different objectives than you as a shareholder and Knight as a
company.”
We encourage you to read the Circular which provides more details and vote on the BLUE Proxy or Voting Information Form. The
Circular has been filed with SEDAR and will be mailed to all shareholders that are eligible to vote at the Meeting ahead of the
voting deadline on Friday, May 3, 2019 at 5:00 p.m. (EST). The Circular can be downloaded from Knight’s SEDAR profile
at www.sedar.com.
Shareholders with questions regarding voting the BLUE Proxy or VIF should contact Knight’s strategic shareholder advisor and
proxy solicitation agent, Kingsdale Advisors, who can be reached by toll-free telephone in North America at 1-888-518-1552, by
collect call outside North America at 416-867-2272, or by email at contactus@kingsdaleadvisors.com.
A TRACK RECORD OF SUCCESS
In the five short years since Knight Therapeutics was founded, we’ve come a long way. We’ve generated an impressive $219
million of net income, raised hundreds of millions of dollars at increasing valuations, made smart acquisitions, and have
in-licensed a promising pipeline of innovative products.
Together, as shareholders, we’ve all benefited. The GUD news is we’re just getting started.
The bad news is the future we all believe is possible is now at risk.
Mr. Meir Jakobsohn, a director and shareholder of Knight, has nominated a slate of six directors selected by him alone to take
control of our company. Essentially, Mr. Jakobsohn, a 7% shareholder of Knight, wants to take over the board to remove Jonathan
Goodman, our founder and CEO, from the company and to gain access to Knight’s cash reserves.
Why? Because he needs to prop up Medison, his own private company in Israel, which has made less and less money each year
since our 2015 investment.
That is why your vote at this meeting is critically important.
You have a clear choice:
A proven board, aligned with shareholders, that is executing on a disciplined strategy for profitable growth;
NOT:
A board led by a self-interested director beholden to his own private company, with a questionable track record, no experience,
and a risky agenda.
Mr. Jakobsohn has been on the board for more than three years and has never complained about the board's construct,
decision-making process, or strategy until very recently when it became clear his interests were not aligned to building a stronger
Knight. In fact, it wasn’t until December of 2018 that he first mentioned his interest in nominating directors and a full two
months prior to launching his public campaign. In that time, he could have provided names of individuals he thought would be
additive and we would have been happy to open a dialogue with him.
We are required, by prior contractual agreement, to nominate Mr. Jakobsohn as a Knight director. In complying with the
Corporation’s contractual obligations, we are not in any way endorsing Mr. Jakobsohn’s self-serving agenda.
We believe that the current strategy is the right one and that we should be relentless in properly executing. We also believe
that the current directors who are aligned with Knight’s shareholders are the right ones. If the board’s recommendation to
elect Nancy Harrison and Michael Tremblay are adopted, over 70% of the board will be composed of directors which have been
appointed over the last four years. This is a pace of refreshment that is appropriate to a board of our size. Both Ms.
Harrison and Mr. Tremblay together bring more significant experience in the biotechnology sector, operations, development and
strategy than all Mr. Jakobsohn’s nominees combined. We have ensured we have fresh, independent perspectives while meeting
our skill needs and will continue to do so.
Conversely, it is clear that Mr. Jakobsohn’s interests are no longer aligned with other shareholders’ interests.
SUCCESS AT KNIGHT
- Raised $685 million at increasing valuations ($3.50, $5.25, $6.75. $8.00, $10.00 per share)
- In-licensed over 20 innovative pipeline products from over a dozen companies
- Received FDA approval for Impavido® in March 2014 and sold PRV for US$125 million
- Acquired NeurAxon Inc. and the Neuragen brands
- Sold or out-licensed rights to Neuragen, Impavido, and NeurAxon
- Lent over $170 million to 15 strategic loan partners generating double digit returns
- Generated $219 million of net income to date (as at Dec. 31, 2018)
- Selectively rolling out a rest-of-the-world licensing strategy with lending of up to US$25 million (as well as up to an
additional US$100 million) to Mexico and Brazil-based Moksha8
KNIGHT IS ON THE RIGHT PATH
We believe Knight is on the right path, patiently executing a strategy that Jonathan has proven works. At Paladin,
Jonathan showed that a successful company in this industry can be steadily built by laying a solid foundation for sustainable
profitable growth without having to take big unnecessary binary risks.
That is why we are so confident the best is yet to come and why we at Knight never rest. Jonathan founded Knight with a vision
to build a leading specialty pharmaceutical company in Canada and select international markets, to make a meaningful difference in
the lives of patients, and, in the process deliver healthy returns to our shareholders.
Our team is delivering on these goals. In 2018, year-over-year revenue and net income increased by 45% and 40% respectively and,
as at December 31, 2018, Knight had over $787 million in cash, cash equivalents, and marketable securities.
We have also performed well compared with similar companies. Knight has generated more net income since its inception than any
other specialty pharmaceutical company in Canada and, in the 1- and 3-year periods—and since IPO—we have outperformed our
peers. We’re not resting on our laurels.
With our strong balance sheet, we will focus on profitable growth through in-licensing of pharmaceutical products for Canadian and
select international markets. In addition, we continue to explore corporate acquisitions but will only execute at a fair
price.
We will also continue to pursue strategic loans and equity investments to secure rights to innovative pipeline assets, including
early stage products, and we’re advancing our rest-of-the-world strategy, identifying the right strategic partners in Latin
America, the Middle East and Africa.
We believe that this proven, responsible and disciplined strategy best positions us to maximize shareholder value, in
both the short- and long-term.
In the days leading up to your vote, you will receive misleading statements and false allegations from Mr. Jakobsohn about
Jonathan, all with the objective of distracting from this track record of proven success.
So let us be clear: Jonathan’s interests are completely aligned with yours. He decided decades ago to chart his own course in
the pharmaceutical business, one that is separate from his family, and that decision has served shareholders well. For
Jonathan it is Knight first, a sentiment he has backed up with money having participated in all five of Knight’s equity financings,
personally investing over $70 million.
REFRESHED BOARD WITH THE RIGHT EXPERIENCE AND SKILL-SET TO OVERSEE OUR STRATEGIC PLAN
We’re asking shareholders to support the board nominees who they believe are best-positioned to help Jonathan execute on the
vision he has provided for Knight and benefit from the significant wealth creation that comes with it. Directors who
are independent, have a proven track record of success and collectively have the right mix of experience in biotech,
pharmaceuticals, research, and finance.
We have regularly added new directors since Mr. Jakobsohn joined the board and he has supported all of them repeatedly, until
his interest came into conflict with other shareholders. It is important to note that Mr. Jakobsohn has never made a
suggestion for a board nominee, particularly since he only attended three meetings in person since 2015. Had he done so, we
would have been happy to consider them as part of our normal board refreshment process.
THE LEADERSHIP KNIGHT NEEDS
James C. Gale
✓ Chairman of the Board of Alpex Pharma S.A. and Teligent Inc
✓ Serves on the board of directors of Spepharm B.V., Bionpharma Inc., CoreRx, Inc., Leon Nanodrugs GmbH, Pharmaceutics
International, Inc. and Chr. Olesen Synthesis A/S
✓ Formerly head of principal investment activities and investment banking at Gruntal & Co., LLC (“Gruntal”) and former investment
banker at E.F. Hutton and Co.
✓ Formerly on board of directors of Paladin Labs Inc.
Jonathan Ross Goodman
✓ CEO of Knight Therapeutics Inc.
✓ Serves on the board of directors of Medison Biotech (1995) Ltd.
✓ Formerly co-founder, President and CEO of Paladin Labs Inc. which was acquired by Endo Health Solutions Inc. for $3.2
billion.
✓ Under Jonathan’s leadership, Paladin enjoyed 19 consecutive years of record revenues and a stock price that increased from $1.50
to $142
✓ Formerly a consultant with Bain & Company and also worked in brand management for Procter & Gamble
Samira Sakhia
✓ President of Knight Therapeutics
✓ Has served on the corporate boards of Nuvo Pharma Inc., Antibe Therapeutics Inc., Crescita Therapeutics Inc. and Profound Medical
Corporation
✓ Sits on the boards of McGill University Hospital Centre and McGill University
✓ Formerly CFO at Paladin Labs Inc.
Robert N. Lande
✓ President of FXCM Group LLC, an online brokerage firm offering trading in foreign exchange, equity indices and commodities
✓ Formerly Chief Financial Officer of FXCM and managing partner and Chief Operating Officer of Riveredge Capital Partners LLC
(“Riveredge”), an investment management firm
✓ Formerly on board of directors of Paladin Labs Inc.
Sylvie Tendler
✓ Currently a leading pharmaceutical market research specialist
✓ Founder of the Tendler Group, a custom medical marketing research company, sold to IntrinsiQ LLC (owned at the time by Accel-KKR)
in 2007
Nancy Harrison
✓ One of the most experienced life sciences investors in the Canadian venture capital industry
✓ Co-founder and former President of MSI Methylation Sciences
✓ Formerly, Partner and Senior Vice President of Ventures West Management Inc.
Michael Tremblay
✓ Over 40 years of experience in the Canadian pharmaceutical industry
✓ Most recently President of Astellas Canada
✓ Formerly served on the board of Innovative Medicines Canada, the Canadian pharmaceutical industry organization representing
research-based pharmaceutical companies
JAKOBSOHN’S RISKY PATH
Shareholders continue to ask, why has Mr. Jakobsohn launched this campaign against Knight and disrupted our positive
momentum?
What does he hope to gain?
Mr. Jakobsohn has been a director since 2015 when Knight became a 28% shareholder of Medison, a private Israeli company owned
and controlled by Mr. Jakobsohn. As part of this partnership—a strategic collaboration to bring innovative treatments to patients
in Canada and Israel—Mr. Jakobsohn was appointed to Knight's board and Mr. Jakobsohn, Medison and its affiliate Tzalir Holdings
Ltd., received approximately 10% of Knight shares, a stake which has since decreased to approximately 7%.
We would be happy to provide more of a comparison of Knight’s track record to Medison’s but it is not a public company and Mr.
Jakobsohn is not nearly as accountable. What we do know is that Medison’s profits have declined each year since our 2015
investment.
In 2018, Mr. Jakobsohn requested a separation. Despite our attempts to privately negotiate a fair separation agreement in good
faith, Mr. Jakobsohn’s offers included terms which would have had Knight shareholders suffer a significant financial loss and Mr.
Jakobsohn enjoy a significant gain.
Shortly after Knight rejected Medison’s one-sided separation terms, Mr. Jakobsohn, decided to engage in an activist campaign.
Despite Mr. Jakobsohn’s assertions to the contrary, we believe that this activist campaign is an attempt to increase Medison’s
negotiation position and to force Knight to enter into a transaction with Medison on terms which are not in the best interest of
Knight.
During the Fall of 2018, on the heels of Knight’s refusal to accept Medison’s separation terms, Mr. Jakobsohn began asserting
for the first time that the strategy he had endorsed during his three-year tenure as a director was now flawed.
Using arbitrary and selected metrics, he made unsubstantiated critiques about Knight’s performance. He also asserted for the
first time during his three-year tenure that the board’s decision-making process was flawed, and raised allegations of conflicts
based on facts which are well known and had been disclosed when both Paladin (1996) and Knight (2014) became a publicly traded
corporation and have not changed since 1996. He further made gratuitous attacks on various members of the board, including
directors whose nominations he had previously approved.
Mr. Jakobsohn requested that he be appointed as chairman of a strategic committee which would implement his ideas. Then in
December, he requested that he be appointed as executive chairman of the board, and that Medison, despite holding 7% of Knight’s
shares, nominate the majority of the board. Mr. Jakobsohn did not provide any names of potential directors.
Medison also refused to pay to Knight a dividend it was contractually obligated to pay, and only relented from this tactic under
threat of legal action. In 23 years, this was the first time that Jonathan used a lawyer for something other than an acquisition or
contract drafting.
Faced with this conduct, we have attempted to maintain an open and constructive dialogue. We have also made clear that we would
consider, in good faith, proposals which are genuinely for the benefit of Knight and all of its stakeholders. Over the past several
months, we have repeatedly invited Mr. Jakobsohn to present his plan during a working session to which our full board would
participate. He systematically refused to do so for months.
Instead of constructively presenting his ideas, Mr. Jakobsohn decided to send criticisms and suggestions moments before board
meetings, which he refused to attend in person. Mr. Jakobsohn’s disruptive attitude and conduct currently prevents the board from
focusing on growing Knight’s business.
Mr. Jakobsohn only agreed to present his ideas during a board meeting held on March 13, 2019. This was the first time the board
had seen the ideas that he has now made public. At that meeting, the board expressed the desire for a continuing dialogue but
rather than engaging with the board, Mr. Jakobsohn released his plan publicly the day after the board meeting.
Unfortunately, and to the detriment of Knight's shareholders, rather than engaging in a constructive dialogue, Mr. Jakobsohn has
chosen to wage a public campaign that is not in the best interest of Knight's shareholders. These tactics will not succeed.
THE JAKOBSOHN SCHEME: BAD MEDISON FOR KNIGHT
Meir Jakobsohn is not the proper leader for Knight:
X CEO of Medison Biotech (1995) which has seen declining profits since 2015
X Doesn’t understand Canada or the industry internationally
X In three years, has only attended three board meetings in person
X Pushing a high-risk strategy ripe with binary risk where Knight’s shareholders assume all the risk and where the benefit may be
shared among Knight shareholders with Medison
X Has conflict of interest due to his controlling stake in Medison
Mr. Jakobsohn has nominated six nominees to stand for election. Essentially, he—a 7% shareholder—wants complete control of
your board so that he can access Knight’s cash. These nominees have been recruited to implement a scheme that will be good for Mr.
Jakobsohn, not you as a shareholder.
These six handpicked nominees have not only been recruited to implement this plan, but they also lack any experience starting
and building credible pharmaceutical companies, as well as expertise in finance and Canadian capital markets.
Mr. Jakobsohn’s agenda for Knight is a discombobulated scheme that clearly illustrates that he does not grasp important aspects
of our business, including complex regulatory issues, industry margins, and specialty pricing.
Mr. Jakobsohn’s plan just doesn’t make GUD sense and his nominees bring nothing to the table.
Primarily, Mr. Jakobsohn endorses a rest-of-the-world strategy – something we are already pursuing. But while we have a
disciplined approach to secure licensing and strategic partnerships in Latin America, the Middle East and Africa, Mr. Jakobsohn
wants a significant amount of our money to gamble on high risk early-stage biotech products. While Knight is not averse to
early stage products, Knight will not make high risk or binary bets that put your money at risk and allow Medison to benefit from
any upside on licencing agreements for Israel.
Mr. Jakobsohn wants to take Knight away from its original vision and is not what shareholders invested in. Adding any of
Mr. Jakobsohn’s nominees to Knight’s board will derail the successful path we are on, destroy value, and is not in the best
interests of Knight shareholders. It’s clear by his actions to date, that Mr. Jakobsohn’s only interests are his own
interests.
EXPERTS AGREE: WE’RE ON THE RIGHT PATH; MR. JAKOBSOHN’S PLAN IS RISKY
The vast majority of shareholders and analysts that we have spoken to support our strategy of disciplined growth with an aim to
build long-term value for all shareholders. Like us, they’re excited about what the future holds.
“Knight has generated more Net Income since its inception (approximately $220 mln) than any other
specialty pharmaceutical company in Canada.”
“We believe Mr. Jonathan Goodman is unequivocally dedicated to the interests of Knight's
shareholders and is unarguably the most disciplined, intelligent and calculated steward of capital in Canadian Specialty
Pharma.”
- Raymond James
“Jonathan Goodman and Knight’s management team (as well, as their board) have had a solid track
record of building Paladin Labs (which was sold for $1.6BN to Endo International Plc (ENDP-NASDAQ)) and now taking Knight to
where it is.”
“...management remains prudent on how it is going about building its business.”
- Mackie Research
“...Knight continues to offer investors a safe haven, away from market volatility (clearly even in the
midst of a board struggle), while also being the best positioned Canadian pharma company to rapidly execute on large and
transformative acquisitions as soon as specialty pricing moves down.”
- Cormark Securities
JAKOBSOHN’S DISINGENUOUS CONFLICT OF INTEREST ALLEGATIONS
In his attempts to remove Jonathan from Knight so that he can have access to your cash, Mr. Jakobsohn has alleged a conflict of
interest against Jonathan with regard to his indirect and passive interest in Pharmascience, a company operated by Jonathan’s
father and brother.
Mr. Jakobsohn's allegations are no more than a red herring that insults the intelligence of Knight's shareholders, who are aware
that Jonathan has competed against Pharmascience since 1996 and will continue to do so to ensure Knight is successful. As
shareholders know, Jonathan decided decades ago to chart his own course in the pharmaceutical business, one that is separate from
his family, and that decision has served Knight shareholders well.
Despite the fact that Knight does not view Jonathan’s indirect passive interest in Pharmascience as a conflict, the company, as
well as Jonathan, value the views of shareholders. For this reason, the mere suggestion that a conflict could exist has been a call
to action for Jonathan.
On April 4, 2019, Jonathan entered into a blind voting trust agreement in respect of the shares that he holds in his family
holding company. As part of this agreement, Jonathan has relinquished all right to vote his shares. Moreover, the blind voting
trust agreement establishes a firewall whereby any information concerning Pharmascience to which he may otherwise have access, is
not accessible to Jonathan.
THE CHOICE IS CLEAR: VOTE YOUR BLUE PROXY TODAY
Vote the BLUE Proxy or VIF FOR the Knight board nominees who are aligned with your interests and the original vision of Knight. Mr.
Jakobsohn, his nominees, and his agenda have different objectives than Jonathan, you, and your investment. Do not risk
handing them control of your company.
Advisors
Knight has retained Kingsdale Advisors as its strategic shareholder and communications advisor, Davies Ward Phillips & Vineberg LLP
as its legal advisor, and RBC Capital Markets as its financial advisor.
About Knight Therapeutics Inc.
Knight Therapeutics Inc., headquartered in Montreal, Canada, is a specialty pharmaceutical company focused on acquiring or
in-licensing and commercializing innovative pharmaceutical products for the Canadian and select international markets. Knight
Therapeutics Inc.’s shares trade on TSX under the symbol GUD. For more information about Knight Therapeutics Inc., please visit the
company’s web site at www.gud-knight.com or www.sedar.com.
Forward-Looking Statement
This document contains forward-looking statements for Knight Therapeutics Inc. and its subsidiaries. These forward-looking
statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from
those contemplated by the forward-looking statements. Knight Therapeutics Inc. considers the assumptions on which these
forward-looking statements are based to be reasonable at the time they were prepared, but cautions the reader that these
assumptions regarding future events, many of which are beyond the control of Knight Therapeutics Inc. and its subsidiaries, may
ultimately prove to be incorrect. Factors and risks, which could cause actual results to differ materially from current
expectations are discussed in Knight Therapeutics Inc.'s Annual Report and in Knight Therapeutics Inc.'s Annual Information Form
for the year ended December 31, 2018. Knight Therapeutics Inc. disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information or future events, except as required by law.
CONTACT INFORMATION:
Investor Contact:
Knight Therapeutics Inc.
Samira Sakhia
President & Chief Financial Officer
T: 514-678-8930
F: 514-481-4116
info@gudknight.com
www.gud-knight.com
Media Contact:
Kingsdale Advisors
Ian Robertson
Executive Vice President, Communication Strategy
Direct: 416-867-2333
Cell: 647-621-2646
irobertson@kingsdaleadvisors.com
