Believes CGP/Sirtex Transaction is Best Option for OncoSec and Will Drive Long-Term Value
ISS and Glass Lewis, Both Impartial, Well-Respected Independent Third Parties, Have Fully Recommended Shareholders Support CGP/Sirtex Transaction
Urges Shareholders to Vote FOR the CGP/Sirtex Transaction on the WHITE Proxy Card Today
SAN DIEGO & PENNINGTON, N.J.--(BUSINESS WIRE)-- Daniel O'Connor, President, Director & CEO of OncoSec Medical Incorporated (NASDAQ:ONCS), a company developing late-stage intratumoral cancer immunotherapies, today sent the following letter to shareholders. The full text of the letter and additional information can be found at www.advancingoncosec.com.
January 21, 2020
Dear Valued OncoSec Shareholder,
I recognize that you have received a barrage of emails, letters, calls and other communications from both OncoSec Medical Incorporated ("OncoSec" or the "Company") and Alpha Holdings, Inc. ("Alpha") in recent weeks. I apologize for that. I will try to make this letter as brief and to the point as possible.
Alpha's recent "proposal" would give Alpha control of OncoSec before Alpha makes ANY capital investment in the Company.
We believe Alpha's proposed "tender offer" at $2.50 per share may be designed to obtain your shares "on the cheap."
Which do you prefer when it comes to a major investment in OncoSec?: A publicly traded Korean chip manufacturer and its unidentified "consortium of investors" or two premier biopharmaceutical companies?
We do not believe Alpha even has the money to fund their "proposal."
"The bid, however, raises questions about [Alpha's] capacity to finance the move. As of end-September, Alpha's cash ammunition came to 6 billion won ($5.1 million), while its debt-equity ratio came to 103.4 percent. [Alpha], in addition, took out an 8.2 billion won short-term loan to acquire a real estate asset in December."2
Alpha does not seem to have a good track record when it comes to prior investments.
The CGP/Sirtex Transaction was definitively recommended by BOTH Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis").
We believe Alpha's recent "proposal" was made for the benefit of its own shareholders to maintain Alpha's projected image in South Korea of being deeply involved in the U.S. biotechnology business.
But for Alpha's disruptive intervention, OncoSec could have received funding by now and would be driving forward our programs in the U.S., Europe and China.
Alpha makes an especially deceptive point in its most recent press release, urging shareholders to vote on their blue proxy card to force OncoSec to renegotiate the CGP/Sirtex Transaction.
Was the real purpose of Alpha's "proposal" to be constructive? What substance is behind Alpha's "proposal?"
A question to Alpha: How about voting the shares you collect and letting the results speak for themselves?
Alpha is seemingly stopping at nothing to attempt to derail what we believe is a potentially transformative deal for our Company.
Alpha is harming OncoSec. Only you, our shareholders, can put an end to this nonsense.
That's why we urge you to vote on the WHITE proxy card today to support the CGP/Sirtex Transaction.
President, Director & CEO
OncoSec Medical Incorporated
Additional information about the CGP/Sirtex Transaction and how to vote can be found at https://advancingoncosec.com/.
If you have any questions on how to vote, please contact the Company's proxy solicitor at the contact listed below:
509 Madison Avenue, Suite 1608
New York, NY 10022
Stockholders Call Toll Free: (800) 662-5200
CGP is a public company listed on the Hong Kong stock exchange with a market capitalization of approximately $1.8 billion USD. CGP develops, manufactures and distributes pharmaceutical products and medical devices to retailers and medical organizations. CGP currently distributes its products to approximately 6,000 hospitals and approximately 30,000 pharmacies and has a sales team of more than 2,000 employees. CGP also has significant experience in R&D and product commercialization in China. Such experience dealing with the relevant Chinese regulatory bodies makes CGP an ideal strategic partner for OncoSec as it looks to gain regulatory approval to introduce TAVO™ to the Chinese market. For more information, visit www.chinagrandpharm.com.
Sirtex is a global healthcare business company with offices in the U.S., Australia, Europe and Asia, working to improve outcomes in people with cancer. Sirtex's current lead product is a targeted radiation therapy for liver cancer called SIR-Spheres® Y-90 resin microspheres. More than 100,000 doses have been supplied to treat patients with liver cancer at more than 1,000 medical centers in over 40 countries. Sirtex's global focus on drug development makes it a natural partner for the Company as it looks to develop and introduce TAVO™ into markets around the world. For more information, visit www.sirtex.com.
About OncoSec Medical Incorporated
OncoSec Medical Incorporated (the "Company," "OncoSec," "we" or "our") is a late-stage biotechnology company focused on developing cytokine-based intratumoral immunotherapies to stimulate the body's immune system to target and attack cancer. OncoSec's lead immunotherapy investigational product candidate - TAVO™ (tavokinogene telseplasmid) - enables the intratumoral delivery of DNA-based interleukin-12 (IL-12), a naturally occurring protein with immune-stimulating functions. The technology, which employs electroporation, is designed to produce a controlled, localized expression of IL-12 in the tumor microenvironment, enabling the immune system to target and attack tumors throughout the body. OncoSec has built a deep and diverse clinical pipeline utilizing TAVO™ as a potential treatment for multiple cancer indications either as a monotherapy or in combination with leading checkpoint inhibitors; with the latter potentially enabling OncoSec to address a great unmet medical need in oncology: anti-PD-1 non-responders. Results from recently completed clinical studies of TAVO™ have demonstrated a local immune response, and subsequently, a systemic effect as either a monotherapy or combination treatment approach. In addition to TAVO™, OncoSec is identifying and developing new DNA-encoded therapeutic candidates and tumor indications for use with its new Visceral Lesion Applicator (VLA), to target deep visceral lesions, such as liver, lung or pancreatic lesions. For more information, please visit www.oncosec.com.
TAVO™ trademark of OncoSec Medical Incorporated.
SIR-Spheres® is a registered trademark of Sirtex Medical US Holdings, Inc.
Risk Factors and Forward Looking Statements
This release, as well as other information provided from time to time by the Company or its employees, may contain forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Forward-looking statements provide the Company's current beliefs, expectations and intentions regarding future events and involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "should," "will" and "would" and similar expressions (including the negative of these terms). Although we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The Company intends these forward-looking statements to speak only at the time they are published on or as otherwise specified, and does not undertake to update or revise these statements as more information becomes available, except as required under federal securities laws and the rules and regulations of the Securities Exchange Commission ("SEC"). In particular, you should be aware that the CGP/Sirtex Transaction may not close or may close on materially different terms, that Alpha may succeed in obtaining the relief it seeks in its litigation against the Company, in whole or in part, even though the Company believes that Alpha's litigation is entirely without merit and that the success and timing of our clinical trials, including safety and efficacy of our product candidates, patient accrual, unexpected or expected safety events, and the usability of data generated from our trials may differ and may not meet our estimated timelines. Please refer to the risk factors and other cautionary statements provided in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2019 and subsequent periodic and current reports filed with the SEC (each of which can be found at the SEC's website www.sec.gov), as well as other factors described from time to time in the Company's filings with the SEC.
1 Grand Decade Developments Limited, a wholly owned subsidiary of China Grand Pharmaceutical and Healthcare Holdings Limited ("CGP") and its U.S. affiliate, Sirtex Medical US Holdings, Inc. ("Sirtex").
2http://www.koreaherald.com/view.php?ud=20200116000696. Permission to quote third parties neither requested nor granted.
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