SVA - Two Independent Proxy Advisory Firms Including Glass Lewis & Co. LLC. Recommend Sernova's Shareholders Vote FOR all Management Nominees on Management's White Proxy
(TheNewswire)
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Following Institutional Shareholder Services positive recommendations, Glass Lewis is the second independent,third-party proxy advisory firm to recommend Sernova’s shareholdersvote FOR all management’s director nominees using ONLYmanagement’s WHITE proxy.
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Glass Lewis does not believe Sernova’s dissident shareholders have compiled sufficiently compelling case to warrantinvestor support and refers to their arguments as“incomplete”.
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Shareholders who have questions orneed assistance with voting their shares should contact SernovaCorp.’s strategic advisor and proxy solicitation agent Laurel Hill Advisory Group by telephone at 1-877- 452-7184 or by email at assistance@laurelhill.com .
LONDON, Ontario – TheNewswire - April 18, 2023– Sernova Corp. (“ Sernova ” or the “ Corporation ”) (TSX V :SVA) (OTC:SEOVF)(FSE/XETRA:PSH), a clinical-stage company and leader in celltherapeutics, is pleased to announce that a second independent,third-party proxy advisory firm, Glass Lewis & Co. LLC (“ Glass Lewis ”), has recommendedSernova’s shareholders vote FOR all of Sernova’s managementnominees using only management’s WHITE proxy.
Glass Lewis also recommended that shareholders vote FOR theappointment of KPMG LLP as Sernova’s auditors and FOR the resolutionto amend the Corporation’s stock option plan and DSU Plan.
Glass Lewis is a leading independent, third-party proxy advisory firmwhich provides proxy voting recommendations to pension funds,investment managers, mutual funds, and other institutional shareholders.
Reasons for Glass Lewis’ Support ofSernova’s Management Nominees
Glass Lewis’ recommendation that shareholders vote FOR all ofSernova’s management nominees using only management’s WHITE proxy,is based on a number of factors. Glass Lewis’ report states:
“In this case… we do not believethe Dissidents have compiled a sufficiently compelling case to warrantinvestor support at this time. Our view in this regard hinges on threeprincipal factors: (i) the Dissidents overall case against incumbent management and the board is fairly broad and arguably incomplete, with core analyses (e.g. share priceperformance) lacking context and certain strategic commentary failingto offer much depth relative to the board's much more copious rebuttal; (ii) the need to pursue the Dissidents' promulgated alternatives for the Company (i.e.positioning Sernova to secure additional financing within the next 18 months, investing in a go-to-market strategy, solidifying succession planning) is not especially well established, in our view, particularly given the Company's stable capital position and relationship withEvotec; and (iii) the Dissident nominees — which include a dentist with unspecified experience investing in early stage companies and a business consultant with a prior relationship with Sernova — do not appear to represent a clear, incrementalimprovement over the incumbent board members.
We also consider the board has, withdue reference to Sernova's development stage and size, offered areasonably well-rounded corporate update, touching both on theCompany's prior milestones and anticipated near-term developments. Theboard also draws attention to Sernova's currently adequate capitalposition, which, though certainly not intended to serve as anindefinite bulwark against future funding requirements, appears tooffer Sernova sufficient near-term liquidity and structuralflexibility.
Under these conditions, we do not see that the Dissidents have provided Sernova investors with sufficient cause to support their agendaat this time.”
Glass Lewis Recommends Support ofSernova’s Proposed Securities Authorized for Issuance Under itsEquity Compensation Plans
Glass Lewis recommended that shareholders vote FOR the resolution toamend the Corporation’s stock option plan and DSU Plan, as the proxyadvisory firm believes the terms of the plan are in line with themajority of similar equity-based plans of TSX issuers. Glass Lewis’view is that the plan will serve to strengthen the alignment ofcompany and shareholder interests. The Corporation believes thatencouraging its executive officers, senior management and employees tobecome shareholders is the best way of aligning their interests withthose of its long-term shareholders. As a result, executive officersmanagement and employees are provided with the opportunity toparticipate in the appreciation of the Corporation’s share price,through Sernova’s equity compensation incentive plan.
Vote FOR your Management Nominees usingONLY Management’s WHITE Proxy
It is up to you to protect the value of your investment in Sernova byvoting FOR the eight management nominees. We encourage you to readSernova’s management information circular and visit our website at www.sernova.com for more information. It isimportant that you ACT TODAY to protect your investment by voting FORSernova’s management nominees.
Sernova’s management nominees, Frank Holler, Dr. Mohammad Azab,Jeffery Bacha, Deborah Brown, Dr. Daniel Mahony, James Parsons, Dr.Philip Toleikis and Brett Whalen are committed to creating value forthe Company’s shareholders through delivering results from clinicaltrials, expanding the Sernova’s Cell Pouch System™ technologyplatform for additional indications, and building on the relationshipswith the Corporation’s business partners to create long termshareholder value.
YOUR VOTE HAS NEVER BEEN MOREIMPORTANT. VOTE YOUR SHARES FOR SERNOVA’SMANAGEMENT NOMINEES AS SOON AS POSSIBLE, REGARDLESS OF THE NUMBER OFSHARES YOU OWN
Shareholders are encouraged to read Sernova’s management informationcircular and vote your shares as soon as possible. The deadline forvoting your shares is at 10:00 a.m. (Pacific Time) on Tuesday, April25, 2023.
Sernova’s board of directorsrecommends that shareholders vote FOR all of the management directornominees and meeting resolutions using only the WHITE proxy.
Shareholder Questions
Shareholders who have any questions or require assistance with votingmay contact Sernova’s proxy solicitation agent and shareholdercommunications advisor:
Toll Free: 1-877-452-7184 (for shareholders in North America)
International: +1 416-304-0211 (for shareholders outside Canada andthe US) By Email: assistance@laurelhill.com
ABOUT SERNOVA CORP. AND THE CELL POUCHSYSTEM PLATFORM FOR CELL THERAPY
Sernova Corp. is a clinical-stage biotechnology company that isdeveloping therapeutic cell technologies for chronic diseases,including insulin-dependent diabetes, thyroid disease, and blooddisorders that include hemophilia A. Sernova is currently focused ondeveloping a ‘functional cure’ for insulin-dependent diabetes withits lead asset, the Cell Pouch System, a novel implantable andscalable medical device with immune protected therapeutic cells. Onimplantation, the Cell Pouch forms a natural vascularized tissueenvironment in the body for long-term survival and function oftherapeutic cells that release essential factors that are absent ordeficient in the bodies of patients with certain chronic diseases.Sernova’s Cell Pouch System has demonstrated its potential to be a‘functional cure’ for people with T1D in an ongoing Phase 1/2clinical study at the University of Chicago. Sernova is also advancinga proprietary technology in collaboration with the University of Miamito shield therapeutic cells from immune system attack with the goal toeliminate the need for chronic, systemic immunosuppression. In May2022, Sernova and Evotec entered into a global strategic partnershipto develop an implantable off-the-shelf iPSC (induced pluripotent stemcells) based islet replacement therapy. This partnership providesSernova a potentially unlimited supply of insulin-producing cells totreat millions of patients with insulin-dependent diabetes (type 1 andtype 2). Sernova continues to progress two additional developmentprograms that utilize its Cell Pouch System: a cell therapy forhypothyroid disease resulting from thyroid gland removal and an exvivo lentiviral Factor VIII gene therapy for hemophilia A.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Christopher Barnes VP, Investor Relations Sernova Corp.
christopher.barnes@sernova.com Tel: 519-902-7923
Corey Davis, Ph.D.
LifeSci Advisors, LLC cdavis@lifesciadvisors.com Tel: 212-915-2577
Elizabeth Miller, M.D. LifeSci Communications emiller@lifescicomms.com Tel: 646-791-9705
This release contains statements that, to the extent they are notrecitations of historical facts, may constitute “forward-lookingstatements” that involve various risks, uncertainties, andassumptions, including, without limitation, statements regarding theprospects, plans, and objectives of the company. Wherever possible,but not always, words such as "expects", "plans","anticipates", "believes", "intends",
"estimates", "projects", "potential for"and similar expressions, or that events or conditions"will", "would", "may","could" or "should" occur are used to identifyforward-looking statements. These statements reflect management’sbeliefs with respect to future events and are based on informationcurrently available to management on the date such statements weremade. Many factors could cause Sernova’s actual results,performances or achievements to not be as anticipated, estimated orintended or to differ materially from those expressed or implied bythe forward-looking statements contained in this news release. Suchfactors could include, but are not limited to, the company’s abilityto secure additional financing and licensing arrangements onreasonable terms, or at all; ability to conduct all requiredpreclinical and clinical studies for the company’s Cell Pouch Systemand or related technologies, including the timing and results of thosetrials; ability to obtain all necessary regulatory approvals, or on atimely basis; ability to in-license additional complementarytechnologies; ability to execute its business strategy andsuccessfully compete in the market; and the inherent risks associatedwith the development of biotechnology combination products generally.Many of the factors are beyond our control, including those caused by,related to, or impacted by the novel coronavirus pandemic. Investorsshould consult the company’s quarterly and annual filings availableon www.sedar.com for additional information on risks and uncertainties relating to theforward-looking statements. Sernova expressly disclaims any intentionor obligation to update or revise any forward-looking statements,whether as a result of new information, future events or otherwise.
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