Arcturus Therapeutics Founder Joseph Payne Calls for an End to Company’s Frivolous and Costly Lawsuits; Applauds Court Deci...
23 Mayo 2018 - 6:30AM
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, is
applauding the decision of United States District Court to end the
costly and distracting Section 13D litigation by requiring Mr.
Payne to disclose the complaint that was filed by certain members
of the Arcturus’ Board of Directors (the “Board”) against Mr. Payne
and certain other Arcturus shareholders, including a number of the
highly qualified and independent nominees – Dr. Peter Farrell,
Andrew Sassine, James Barlow and Dr. Magda Marquet (the
“Nominees”).
MR. PAYNE CALLS ON THE COMPANY TO STOP WASTING RESOURCES
IN FRIVOLOUS FEDERAL LAWSUIT
The Board filed the complaint on April 19, 2018 in an attempt to
distract shareholders from the upcoming pivotal Extraordinary
General Meeting (“EGM”) that will redefine the Arcturus board and
give the Arcturus shareholders the voice that they deserve
regarding the future of Arcturus and its ability to focus on
serving important unmet medical needs instead of the selfish needs
of entrenched directors.
The Court had previously sent several messages to this Board by
dismissing motions and denying unnecessary, overly broad and
expedited discovery requests; however, as evidence of their
desperation in an inevitable losing battle, the Board continued to
file motions with the court, rehashing the same arguments over and
over again. The Court finally decided that the best way to
end this litigation was to appease the Board and require that Mr.
Payne simply file the complaint as an exhibit to his existing
Schedule 13D, instead of filing a new Schedule 13D, by June 1,
2018.
In an effort to return the focus to the impending EGM, now set
for June 25, 2018, Mr. Payne was already prepared to disclose the
complaint and had suggested this to the court. The Court
agreed that this disclosure would address any concerns, real or
imaginary, raised by the Board. Accordingly, Mr. Payne is
pleased to file the complaint as an exhibit to his existing
Schedule 13D, as ordered by the Court, and has chosen to do so
today instead of waiting until the deadline of June 1, 2018.
In the spirit of transparency, Mr. Payne is happy to publicize
the complaint which outlines the alleged claims of clandestine
collusion to purchase Company shares and vote together as a unified
group. The complaint focused on the Nominees’ decisions to
purchase Arcturus shares after they were nominated to serve on the
Board, and their decision to vote against the Board’s proposed
change in auditor. The Board has requested that these actions
be made public, as if it is a bad fact for a board nominee to
exhibit confidence in the company that they are being asked to
lead.
“I am pleased to learn, and shareholders will be pleased to
know, that my Nominees – experienced and highly qualified
individuals seeking to sit on our Company’s Board – are purchasing
shares of Arcturus. The fact that the Nominees’ interests are
now better aligned with the interests of shareholders is good news
for Arcturus,” added Mr. Payne.
Mr. Payne and the Nominees have been completely transparent
about their qualifications to serve and their intention to replace
existing Board members. These facts have been disclosed in
public filings made by the Nominees and by Mr. Payne and the
complaint simply evidences the dedication of the individual members
to Arcturus and its future.
MR. PAYNE LOOKS FORWARD TO EGM SCHEDULED FOR JUNE 25,
2018 TO REPLACE THE BOARD AND FOCUS ON BUILDING VALUE FOR ALL
SHAREHOLDERS
As far back as February of this year, Mr. Payne filed a formal
request calling for an EGM to revitalize Arcturus with a new board
of highly qualified and independent nominees – Dr. Peter Farrell,
Andrew Sassine, James Barlow and Dr. Magda Marquet (the
“Nominees”). Despite the Board’s vain attempts to delay the
EGM and harass Mr. Payne and the Nominees by filing a series
of baseless lawsuits and motions which have been repeatedly
rejected by the Courts, the Arcturus Board has run out of excuses
and has been ordered by the Court to finally stop stalling and call
the EGM and allow its shareholders’ voices to be heard.
Mr. Payne welcomes the Israeli Court’s decision to uphold
shareholders’ rights by requiring the Board to set the date of the
EGM, which will now be held on June 25, 2018.
The Agenda for the meeting is designed to allow the shareholders
to decide for themselves whether current Board members Stuart
Collinson, Craig Willett, Daniel Geffken, and David Shapiro should
be replaced by Mr. Payne’s highly qualified and independent
Nominees – Dr. Peter Farrell, Andrew Sassine, James Barlow, and Dr.
Magda Marquet.
“It’s been disappointing, over the past several months, to see
the Board engage in a rancorous campaign of frivolous lawsuits,
entrenchment tactics, and wasteful spending. The Company's
behavior has confirmed my view that Board changes are necessary to
protect the best interests of all shareholders and to build
substantial value at Arcturus,” said Mr. Payne. “On the 25th
of June, shareholders can vote for change -- and hold the current
Board accountable for the significant value erosion over which they
have presided. During the coming weeks, my nominees and I
look forward to sharing our plans to propel Arcturus into a
multibillion dollar company.”
Mr. Payne intends to file and disseminate an information
circular in due course. Shareholders are urged not to vote
any proxy until they have received and reviewed materials from Mr.
Payne.
ADVISORS
Kingsdale 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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