Arcturus Therapeutics Founder Joseph Payne Dismisses Board’s Baseless Lawsuit as Desperate Entrenchment Tactic
23 Abril 2018 - 8:30AM
Joseph Payne, Founder and largest shareholder of Arcturus
Therapeutics Ltd. (NASDAQ:ARCT) (“Arcturus" or the “Company”),
owning approximately 13.7% of the issued and outstanding shares,
strongly rejects Arcturus’ board of directors’ latest lawsuit
against him and calls on the Company to stop wasting shareholder
money on frivolous litigation.
On February 12, 2018, Mr. Payne filed a formal request calling
for an Extraordinary General Meeting (“EGM”) of shareholders for
the purpose of revitalizing the Company with a new board of highly
qualified independent and experienced nominees. In
contravention of Israeli law, no meeting has been called to
date.
Instead of allowing shareholders to have their say on the future
of the Company, Arcturus’ board is obfuscating their shortcomings
by falsely alleging that Mr. Payne and the highly qualified
professionals Mr. Payne has nominated to serve on the Company’s
board, and certain other significant independent shareholders,
violated securities regulations relating to reporting
ownership. The Arcturus board knows these claims are
baseless.
The allegations in the lawsuit filed by Arcturus against Mr.
Payne and the several other individuals are baseless and without
merit and are merely another hollow attempt by Arcturus' entrenched
board to distract the public and intimidate shareholders who have
voiced the need for change.
It is undisputed that Mr. Payne is attempting to change the
composition of the board and that Mr. Payne nominated Peter
Farrell, Andrew Sassine, James Barlow and Magda Marquet for
election to the board. These facts have been disclosed in public
filings made by Mr. Payne. However, there is no agreement of any
kind between the persons identified in the lawsuit to vote, hold,
acquire or dispose of shares. Without such an agreement, the
board’s allegations become ridiculous.
“It is unjustifiable that a board of a company would bring
litigation against the individual members of a proposed alternative
board who are offering to serve the company’s shareholders.
The present board is unprofessionally attempting to influence the
election and subvert the process that is required under law,” said
Mr. Payne. “Even more troubling is the board’s reckless waste
of corporate resources that should be used to build value for all
shareholders – not misappropriated on costly, far-flung and
outrageous litigation that only serves to entrench the current
board. Arcturus’ cash should be directed towards the clinical
development of the Company’s promising pipeline instead of
frivolous litigation.”
Mr. Payne will vigorously defend himself against these unfounded
allegations and is considering the appropriate timing to assert
counterclaims, both individually and on behalf of the other
stockholders.
Mr. Payne urges the Arcturus board to set the date for
the EGM as obligated under corporate law and as
the board itself previously contended was a matter of utmost
urgency, and finally allow shareholders to have their say on the
future of the Company.
In Arcturus’ own press release of February 26, 2018, the board
indicated “Arcturus intends to engage in additional shareholder
outreach on an expedited basis” and is “considering plans to bring
this proposal back to the shareholders as soon as possible” in
order to avoid “a potentially catastrophic result”. Yet,
despite this clearly communicated urgency, the board is now
attempting to delay the shareholder meeting indefinitely,
demonstrating a disturbing pattern of putting their own personal
interests ahead of those of Arcturus’ shareholders.
“The Arcturus board is devoting substantial resources and energy
to launch frivolous lawsuits and unsubstantiated smear campaigns
against me,” Mr. Payne said. “Shareholders however, aren’t
fooled. The only thing this board will accomplish with these
selfish, last-ditch delay tactics is to delay inevitable change at
Arcturus -- change that is badly needed to rebuild shareholder
value.”
Mr. Payne remains committed to rebuilding shareholder value at
Arcturus with a new board composed of experienced nominees with
impressive skill sets and impeccable reputations.
ADVISORSKingsdale Advisors is acting as
strategic shareholder and communications advisor to Mr. Payne.
For further information: Ian RobertsonExecutive
Vice PresidentCommunication StrategyKingsdale AdvisorsDirect:
646-651-1640Cell: 647-621-2646Email:
irobertson@kingsdaleadvisors.com
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