Arcturus Therapeutics Founder Joseph Payne Disappointed by Board’s Desperate Attempt to Delay Meeting and Avoid Shareholder...
13 Abril 2018 - 10:43AM
Joseph Payne, Founder and largest shareholder of Arcturus
Therapeutics Ltd. (NASDAQ:ARCT) (“Arcturus"), owning approximately
13.7% of the issued and outstanding shares, is calling on Arcturus’
board of directors (the “Board”) to hold its Extraordinary General
Meeting (“EGM”) of shareholders without further delay and as they
are obligated under law.
On February 12, 2018, Mr. Payne filed a formal request that a
meeting of shareholders be held for the purpose of revitalizing the
company with a new Board of highly qualified independent and
experienced nominees. Under applicable Israeli law, Arcturus’
current Board must honor Mr. Payne’s request by establishing a
meeting date and convening such meeting within a clearly defined
timeframe. Rather than adhering to the law, the Board ignored the
applicable deadlines and ultimately advised of its intention to
hold the meeting on May 7, 2018 - nearly an entire month after it
was required to do so.
Further reflecting its blatant disregard for Arcturus’
shareholders, the Board has attempted to add new resolutions to the
EGM agenda – which would provide free reign to continue postponing
the EGM. Mr. Payne approached the court on this important
issue on behalf of all shareholders.
Astonishingly, in violation of its legal obligation and showing
utter disregard for the rights and desires of Arcturus’
shareholders, the Board has elected to delay the meeting yet again
– this time indefinitely.
Notably, on the last business day before the record date, the
Board decided to postpone the EGM indefinitely – under the
disingenuous pretext that Mr. Payne’s motion to remove their
illegal resolution creates uncertainty. On the contrary, Mr.
Payne’s motion will create the certainty for the company that
shareholders are looking for.
“Indefinitely postponing the EGM is a deplorable attempt by the
Board to restrict shareholders’ fundamental right to call a special
meeting and to vote their shares,” said Mr. Payne.
“Consistent with its actions over the past several months, the
members of the Board have demonstrated total disregard for their
fundamental duties to Arcturus’ shareholders as they continue to
waste corporate resources in an effort to entrench
themselves. By ignoring the unambiguous desire of
shareholders and distracting the Company and its employees from the
execution of their business plan, the Board’s actions continue to
waste resources and erode value.”
Mr. Payne is considering all legal options to ensure the EGM is
held as soon as possible.
Since February 1, 2018, the current Board has devoted
substantial resources and energy to hanging on to their positions,
while Arcturus’ share value has dropped by an aggregate of
approximately $25 million: share prices have plummeted from $7.66
to $5.16 – a decline of 32%. At a February 26, 2018
shareholders meeting, a united majority voiced their outrage and
voted against the Board’s course of direction, sending a clear
message that the Board no longer has the confidence of
shareholders. But rather than respecting the will of its
constituents, the Board launched a campaign of mass-distraction
with frivolous, dishonest accusations against Mr. Payne and is now
attempting to delay the meeting they are required to hold.
“Instead of tackling the problem of our plummeting share price,
the Board is spending massive amounts of money on spin doctors and
lawyers in an attempt to tarnish my reputation of building
shareholder value,” Payne said. “The recent erratic short-term
decisions we have seen make me very concerned that this board is
not committed to the long-term vision and success of the
company. My vision is simple -- restore competency, humility,
transparency, and positivity to the Board and grow an amazing
company.”
Revitalized leadership for a better
Arcturus
Despite the actions of the Board over the last few months, Mr.
Payne remains very confident that, with the right leadership, the
best days are ahead for Arcturus. From inception in 2013 to
January 2018, Arcturus had a winning team with a plan that was
being rewarded by the market. Now Mr. Payne is recommending a
board slate composed of experienced nominees with impressive skill
sets and the impeccable reputations needed to propel Arcturus into
a multibillion dollar company.
“No more delays. It's time for the Board to end their dishonest
smear campaigns and anti-shareholder defense mechanisms and allow
the will of Arcturus’ shareholders to determine the future
direction of their company,” Payne added.
ADVISORSKingsdale Advisors is acting as
strategic shareholder and communications advisor Mr. Payne.
For further information: Ian RobertsonExecutive
Vice PresidentCommunication StrategyKingsdale AdvisorsDirect:
646-651-1640Cell: 647-621-2646Email:
irobertson@kingsdaleadvisors.com
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