ISS and Glass Lewis Recommend Aurinia Shareholders Not Support
ILJIN’s Nominees
Highlight Aurinia’s Strong Track Record of Shareholder Value Creation
Note ILJIN has Failed to Make a Compelling Case for Change
Leading independent proxy advisory firms Institutional Shareholder
Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have
recommended shareholders of Aurinia Pharmaceuticals Inc. (NASDAQ:AUPH /
TSX:AUP) (“Aurinia” or the “Company”) vote the YELLOW proxy card in
support of ALL of the Company’s nominees in advance of the upcoming
Annual General Meeting of Shareholders (the “AGM”) to be held on
Wednesday, June 26, 2019. Shareholders of record as of May 9, 2019 must
submit their YELLOW proxy by 10:00 AM Mountain Time on Monday, June 24,
2019.
ISS and Glass Lewis are widely recognized as the leading institutional
proxy advisory firms in the world, and many institutional investment
firms, mutual funds and fiduciaries rely upon their analysis and
recommendations. Investors find it useful to hear the perspectives of
neutral, independent experts like ISS and Glass Lewis as they consider
how to vote their shares.
In determining their recommendations, ISS and Glass Lewis conducted
independent analyses of Aurinia’s total shareholder returns (TSR) versus
those of peers and relevant market indices. Both proxy advisors
concluded that ILJIN’s claims regarding Aurinia’s performance were
unfounded, and that the Company’s Board of Directors (the “Board”) and
management have delivered strong results for shareholders. The ISS
report stated:
“Aurinia significantly outperformed the peer group and the industry
benchmark over the one-, three- and five-year periods. The
outperformance is particularly pronounced over the three- and five-year
periods.”1
Glass Lewis likewise noted:
“Readily observable is the fact that Aurinia's shares have clearly
outperformed each of the selected benchmarks over each of the review
periods, generally by very wide margins. In short and simple terms, we
are unable to identify a quantifiably sound basis to argue Aurinia has
missed the mark, either in relative or absolute terms.”1
Additionally, both ISS and Glass Lewis noted that ILJIN failed to make
the case that changes to Aurinia’s Board are warranted. Glass Lewis
stated in its report:
“Reviewed in full, while we recognize ILJIN's status as Aurinia's single
largest investor, we believe the presented case falls well short of
compelling…. most notably, we believe ILJIN's arguments, when
scrutinized, fail to convincingly sway the pivotal issue of value
destruction and purportedly insufficient returns for investors. Much to
the contrary, we believe an objective review suggests Aurinia has in
fact generated substantially more attractive returns than a range of
benchmarks over any relevant standardized period.”
ISS noted:
“[T]he dissident has failed to present a compelling case for board
change – particularly considering this is a critical stage in the
development of the company's leading drug candidate…”
Both proxy advisors also recommended that shareholders vote FOR Item 4,
the Company’s Advisory Vote on Executive Compensation.
Dr. George M. Milne, Jr., Aurinia’s Chairman of the Board of Directors,
commented, “ISS and Glass Lewis’ recommendations underscore the Board
and management’s strong track record of value creation for shareholders,
and the importance of continuity on Aurinia’s Board at this critical
time for our Company. We continue to believe that our nominees have the
skills and expertise necessary to take Aurinia to its next stage of
growth, and that ILJIN’s nominees’ lack of relevant experience threatens
to derail the Company’s continued progress. I would like to thank our
shareholders for their overwhelming support and continued feedback, and
we look forward to further engagement with shareholders in advance of
the upcoming AGM and beyond.”
“We are pleased that both ISS and Glass Lewis recognized Aurinia’s
commitment to increasing shareholder value and the strength of our
nominees,” stated Mr. Peter Greenleaf, Chief Executive Officer of
Aurinia. “Our Board and director nominees, combined with the experienced
management team, possess the breadth of industry and commercial
experience necessary to successfully develop, commercialize, and
maximize the potential of voclosporin.”
Aurinia shareholders are reminded to use only the YELLOW proxy to
support Aurinia and its continued growth. Shareholders are encouraged to
vote the YELLOW proxy well in advance of the deadline on June 24, 2019,
at 10:00 AM Mountain Time. Shareholders with questions or requests for
voting assistance may be directed to Laurel Hill Advisory Group at
1-877-452-7184 toll free (1-416-304-0211 collect), or by email to assistance@laurelhill.com.
About Aurinia
Aurinia Pharmaceuticals is a late clinical-stage biopharmaceutical
company focused on developing and commercializing therapies to treat
targeted patient populations that are impacted by serious diseases with
a high unmet medical need. The Company is currently developing the
investigational drug, voclosporin, for the treatment of Lupus Nephritis,
Focal Segmental Glomerulosclerosis and Dry Eye Syndrome. The Company’s
head office is in Victoria, British Columbia and focuses its development
efforts globally. For further information, see our website at www.auriniapharma.com.
About Voclosporin
Voclosporin, an investigational drug, is a novel and potentially
best-in-class calcineurin inhibitor (“CNI”) with clinical data in over
2,600 patients across indications. Voclosporin is an immunosuppressant,
with a synergistic and dual mechanism of action. By inhibiting
calcineurin, voclosporin blocks IL-2 expression and T-cell mediated
immune responses and stabilizes the podocyte in the kidney. It has been
shown to have a more predictable pharmacokinetic and pharmacodynamic
relationship (potentially requires no therapeutic drug monitoring), an
increase in potency (vs cyclosporin), and an improved metabolic profile
compared to legacy CNIs. Aurinia anticipates that upon regulatory
approval, patent protection for voclosporin will be extended in the
United States and certain other major markets, including Europe and
Japan, until at least October 2027 under the Hatch-Waxman Act and
comparable laws in other countries and until April 2028 with anticipated
pediatric extension. Further, the new Notice of Allowance is expected to
result in the issuance of a U.S. patent with a term extending to
December 2037. If the FDA approves the use of voclosporin for lupus
nephritis (“LN”) and the label for such use follows the dosing protocol
under the Notice of Allowance, the issuance of this patent will expand
the scope of intellectual property protection for voclosporin to
December 2037.
About VOS
Voclosporin ophthalmic solution (“VOS”) is an aqueous, preservative free
nanomicellar solution intended for use in the treatment of DES. A Phase
2a study was recently completed with results released in January of
2019. Previously, a Phase 1 study with healthy volunteers and patients
with DES was also completed as were studies in rabbit and dog models.
VOS has IP protection until 2031.
Forward-Looking Statements
Certain statements made in this press release may constitute
forward-looking information within the meaning of applicable Canadian
securities law and forward-looking statements within the meaning of
applicable United States securities law. These forward-looking
statements or information include but are not limited to statements or
information with respect to: voclosporin being a best-in-class CNI;
Aurinia’s anticipation that upon regulatory approval, patent protection
for voclosporin will be extended in the United States and certain other
major markets, including Europe and Japan, until at least October 2027
under the Hatch-Waxman Act and comparable laws in other countries and
until April 2028 with anticipated pediatric extension; that the new
Notice of Allowance is expected to result in the issuance of a U.S.
patent with a term extending to December 2037; that if the FDA approves
the use of voclosporin for LN and the label for such use follows the
dosing protocol under the Notice of Allowance; and the issuance of this
patent will expand the scope of intellectual property protection for
voclosporin to December 2037.
It is possible that such results or conclusions may change based on
further analyses of these data. Words such as “anticipate”, “will”,
“believe”, “estimate”, “expect”, “intend”, “target”, “plan”, “goals”,
“objectives”, “may” and other similar words and expressions, identify
forward-looking statements. We have made numerous assumptions about the
forward-looking statements and information contained herein, including
among other things, assumptions about: Aurinia being able to extend and
protect its patents on terms acceptable to Aurinia, Aurinia successfully
completing its clinical trials, Aurinia receiving regulatory approval on
terms acceptable to Aurinia, and Aurinia having sufficient funds on hand
to complete its trials and operations as currently planned.
Even though the management of Aurinia believes that the assumptions
made, and the expectations represented by such statements or information
are reasonable, there can be no assurance that the forward-looking
information will prove to be accurate.
Forward-looking information by their nature are based on assumptions and
involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of Aurinia to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking information.
Should one or more of these risks and uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those described in forward-looking statements or
information. Such risks, uncertainties and other factors include, among
others, the following: Aurinia not being able to extend or fully protect
its patent portfolio for voclosporin; Aurinia not obtaining necessary
regulatory approval; negative results from clinical trials; and cash
outlays being higher than currently planned.
Although we have attempted to identify factors that would cause actual
actions, events or results to differ materially from those described in
forward-looking statements and information, there may be other factors
that cause actual results, performances, achievements or events to not
be as anticipated, estimated or intended. Also, many of the factors are
beyond our control. There can be no assurance that forward-looking
statements or information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such
statements. Accordingly, you should not place undue reliance on
forward-looking statements or information.
Except as required by law, Aurinia will not update forward-looking
information. All forward-looking information contained in this press
release is qualified by this cautionary statement. Additional
information related to Aurinia, including a detailed list of the risks
and uncertainties affecting Aurinia and its business can be found in
Aurinia’s most recent Annual Information Form available by accessing the
Canadian Securities Administrators’ System for Electronic Document
Analysis and Retrieval (SEDAR) website at www.sedar.com
or the U.S. Securities and Exchange Commission’s Electronic Document
Gathering and Retrieval System (EDGAR) website at www.sec.gov/edgar.
We seek Safe Harbor
1 Permission to quote from report was neither sought nor
obtained.
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