MARIETTA, Ga., May 30, 2019 /PRNewswire/ -- MiMedx Group, Inc.
(OTC PINK: MDXG) ("MiMedx" or the
"Company"), an industry leader in advanced wound care
and an emerging therapeutic biologics company, today
announced that the Company's board of directors (the
"Board") has adopted a comprehensive plan to refresh
the composition of the Board. The plan was developed by the Board
in cooperation with one of the Company's largest shareholders,
Prescience Point Capital Management LLC ("Prescience
Point"), and follows the completion of the Audit
Committee's independent investigation into alleged wrongdoing by
the prior senior management team and the engagement of BDO
USA, LLP as the Company's new
independent registered public accounting firm.
Under the plan, six new directors, including MiMedx's new CEO,
Timothy R. Wright, would be added to
the Board. As a result, Class II and Class III of the Board would
consist entirely of new directors after the Company's 2019 annual
meeting of shareholders. The refreshment plan includes the
appointment of three of Prescience Point's nominees, including M.
Kathleen Behrens Wilsey, Ph.D. as
the new Chairwoman of the Board, as well as K. Todd Newton, who is expected to become the
Chairman of the Audit Committee after the Company's 2019 annual
meeting of shareholders.
"The MiMedx Board and the current senior leadership team have
been working tirelessly to address the fallout from the actions of
the prior senior management team and get the Company back on
track," said Charles R. Evans,
Chairman of the Board. "Now that we have made substantial progress
on these fronts, it is time to begin the Board transition and
refreshment process. We are pleased to have worked collaboratively
with Prescience Point to identify and add new directors who bring
exceptional experience and track records to MiMedx. With the Audit
Committee's investigation complete and a plan to refresh the Board
in place, the Company is now in a position to focus on its future
and enhance its business, for the benefit of all stakeholders."
"We welcome the comprehensive plan to refresh the Board, and we
look forward to MiMedx's future under new leadership. We are
pleased that our cooperation has resulted in a reconstituted Board,
with the addition of six new directors with valuable industry
experience, relationships and reputational capital," said
Eiad Asbahi, Founder and Managing
Partner of Prescience Point. "We invested in MiMedx because we
believe the Company has immense potential as a leader in advanced
wound care and therapeutic biologics. We believe MiMedx is on the
path to unlock substantial shareholder value and secure a thriving
future for the Company."
Under the refreshment plan, Prescience Point nominee M.
Kathleen Behrens Wilsey, Ph.D. will
be appointed or nominated for election to the Board and is expected
to be named the new Chairwoman of the Board. Dr. Behrens Wilsey is
currently the Chairwoman of Sarepta Therapeutics, Inc. (SRPT), a
multi-billion-dollar medical research and drug development company
focused on the discovery and development of unique RNA-targeted
therapeutics for the treatment of rare neuromuscular diseases. Dr.
Behrens Wilsey previously served on the boards of Amylin
Pharmaceuticals, Inc. (formerly AMLN) and Abgenix, Inc. (formerly
ABGX).
In addition to Dr. Behrens Wilsey, the Board will also appoint,
or nominate for election to the Board, Richard J. Barry, James
L. Bierman, K. Todd Newton,
Mr. Wright and another director who will be recruited by the
Company and Prescience Point. Complete biographies of the
anticipated new directors appear at the end of this press
release.
The Company expects to file its preliminary proxy materials for
its 2018 Annual Meeting today. The Board encourages shareholders to
wait to receive the Company's proxy materials and the Company's
BLUE proxy card before voting.
Sidley Austin LLP is acting as legal advisor to MiMedx. Olshan
Frome Wolosky LLP is acting as legal advisor to Prescience
Point.
About Richard J. Barry
Mr. Barry has served as a director of Elcelyx Therapeutics, Inc., a
private pharmaceutical company, since February 2013 and has served as a Managing Member
of GSM Fund, LLC, a fund established for the sole purpose of
investing in Elcelyx Therapeutics, since February 2013. Earlier in his career, he was a
founding member of Eastbourne Capital Management LLC, a large
equity hedge fund investing in a variety of industries, including
health care, and served as the Managing General Partner and
Portfolio Manager from 1999 to its close in 2010. Prior to that, he
was a Portfolio Manager and Managing Director of Robertson Stephens
Investment Management, an investment company, from 1995 until 1999.
Before that, Mr. Barry spent over 13 years in various roles in
institutional equity and investment management firms, including
Lazard Freres, Legg Mason and
Merrill Lynch. Mr. Barry has served as a director of Sarepta
Therapeutics, Inc. (SRPT), a genetic medicine company, since
June 2015, and he has been a Partner
and Advisory Board member of the San Diego Padres since 2009. Mr.
Barry previously served as a director of Cluster Wireless, LLC, a
software company, from 2011 until 2014, and of BlackLight Power,
Inc. (n/k/a Brilliant Light Power, Inc.), an energy research
company, from 2009 until 2010. Mr. Barry holds a B.A. from
Pennsylvania State University.
About M. Kathleen Behrens
Wilsey, Ph.D.
Dr. Behrens Wilsey served as a member
of the board of directors of each of Sarepta Therapeutics, Inc.
(SRPT), a multi-billion dollar medical research and drug
development company focused on the discovery and development of
unique RNA-targeted therapeutics for the treatment of rare
neuromuscular diseases, since March
2009 (Chairwoman of the Board since April 2015) and IGM Biosciences, Inc., a
privately held biotechnology company, since January 2019. Dr. Behrens Wilsey has worked as an
independent life sciences consultant and investor since
December 2009. She served as the
Co-Founder, President, Chief Executive Officer and as a director of
the KEW Group Inc., a private oncology services company, from
January 2012 until June 2014. Earlier in her career, Dr. Behrens
Wilsey served as a general partner for selected venture funds for
RS Investments, a mutual fund firm, from 1996 until December 2009. While Dr. Behrens Wilsey worked at
RS Investments, from 1996 to 2002, she served as a managing
director at the firm and, from 2003 to December 2009, she served as a consultant to the
firm. During that time, Dr. Behrens Wilsey also served as a member
of the President's Council of Advisors on Science and Technology
(PCAST), from 2001 to 2009 and as chairwoman of PCAST's
Subcommittee on Personalized Medicine, as well as the President,
director and chairwoman of the National Venture Capital
Association, an organization that advocates for public policy that
supports the American Entrepreneurial ecosystem, from 1993 until
2000. Prior to that, she served as a general partner and managing
director for Robertson Stephens & Co., an investment company,
from 1983 through 1996. She served as a director of Amylin
Pharmaceuticals, Inc. (formerly AMLN), a biopharmaceutical company,
from 2009 until the company's sale in 2012 to Bristol-Myers Squibb
Co. Prior to that, she served on the board of directors Abgenix,
Inc. (formerly ABGX), a biopharmaceutical company, from 2001 until
the company was sold to Amgen, Inc. in 2006. From 1997 to 2005, Dr.
Behrens was a director of the Board on Science, Technology and
Economic Policy for the National Research
Council. Dr. Behrens Wilsey was also a Co-Founder of the
Coalition for 21st Century Medicine, a trade association for new
generation diagnostics companies. Dr. Behrens Wilsey holds a B.S.
in Biology and a Ph.D. in Microbiology from the University of California, Davis.
About James L.
Bierman
Mr. Bierman served as President and Chief Executive Officer of
Owens & Minor, Inc., a Fortune 500 company and a leading
distributor of medical and surgical supplies, from September 2014 to June
2015. Previously, he served in various other senior roles at
Owens & Minor, including President and Chief Operating Officer
from August 2013 to September 2014, Executive Vice President and
Chief Operating Officer from March
2012 to August 2013, Executive
Vice President and Chief Financial Officer from April 2011 to March
2012, and Senior Vice President and Chief Financial Officer
from June 2007 to April 2011. From 2001 to 2004, Mr. Bierman served
as Executive Vice President and Chief Financial Officer at
Quintiles Transnational Corp. Prior to joining Quintiles
Transnational, Mr. Bierman was a partner at Arthur Andersen LLP.
Mr. Bierman currently serves on the board of directors of Tenet
Healthcare Corporation (THC) and previously served on the boards of
directors of Owens & Minor, Inc. (OMI) and Team Health
Holdings, Inc. (formerly TMH). Mr. Bierman earned his B.A. from
Dickinson College and his M.B.A. at
Cornell University's Johnson Graduate
School of Management.
About K. Todd Newton
Mr. Newton has, since 2014, served as Chief Executive Officer and a
member of the board of directors of Apollo Endosurgery, Inc.
(APEN), a leader in the field of gastrointestinal therapeutic
endoscopy. From 2009 to 2014, Mr. Newton served as Executive Vice
President and Chief Financial Officer at ArthroCare Corporation
(ARTC), a medical device company, including from 2013 as Chief
Operating Officer. Prior to his leadership at ArthroCare, Mr.
Newton served in a number of executive officer roles, including
President and Chief Executive Officer, at Synenco Energy, Inc., a
Canadian oil sands company. From 1994 to 2004, Mr. Newton was a
Partner at Deloitte & Touche LLP. Mr. Newton holds a B.B.A. in
accounting from the University of Texas at San
Antonio.
About Timothy R.
Wright
Mr. Wright became MiMedx's Chief Executive Officer, effective as of
May 13, 2019. Previously, Mr. Wright
served as a Partner at Signal Hill Advisors, LLC, a consulting
practice, since February 2011. Mr.
Wright served as President and Chief Executive Officer of M2Gen
Corp., a privately held cancer and health informatics company,
between July 2017 and September 2018. Prior to M2Gen Corp., Mr. Wright
served as Executive Vice President, Mergers and Acquisitions,
Strategy and Innovation for Teva Pharmaceutical Industries Ltd.
("Teva"), a pharmaceutical company specializing in generic
medicines, from April 2015 until
August 2017. Before Teva, Mr. Wright
was the founding partner of The Ohio State
University Comprehensive Cancer Drug Development Institute.
Mr. Wright also served as Chairman, Interim Chief Executive Officer
and a director of Curaxis Pharmaceutical Corporation ("Curaxis"), a
pharmaceutical company specializing in the development of drugs for
the treatment of Alzheimer's disease and various cancers, from
July 2011 to July 2012. Curaxis had been experiencing
financial difficulties prior to Mr. Wright's tenure and, as a
result, the company filed for Chapter 11 bankruptcy in July 2012. Mr. Wright has been a director of
Agenus, Inc. (Nasdaq: AGEN), an immune oncology company, since 2006
and its lead director since 2009. Mr. Wright also serves as
Chairperson of The Ohio State
University Comprehensive Cancer Center Drug Development
Institute, serves as director of The Ohio State Innovation
Foundation and sits on The Ohio State
University College of Pharmacy Dean's Corporate Council. Mr.
Wright earned a Bachelor's of Science in Marketing from The
Ohio State University.
About MiMedx
MiMedx® is an industry leader in advanced
wound care and an emerging therapeutic biologics company developing
and distributing human placental tissue allografts with
patent-protected processes for multiple sectors of healthcare. The
Company processes the human placental tissue utilizing its
proprietary PURION® process methodology, among other processes, to
produce allografts by employing aseptic processing techniques in
addition to terminal sterilization. MiMedx has supplied over 1.5
million allografts to date. For additional information, please
visit www.mimedx.com.
About Prescience Point Capital Management
Prescience
Point Capital Management is a private investment manager that
employs forensic investigative techniques to unearth significant
mispricings in global markets. It specializes in extensive
investigations of difficult-to-analyze public companies in order to
uncover significant elements of the business that have been
overlooked or ignored by others.
Prescience Point manages private funds on behalf of its clients
and principals and takes positions both long and short in support
of its research. Prescience Point invests across a broad set of
equities that it believes have abnormally large disparities between
what their underlying businesses are intrinsically worth and what
their securities sell for. The firm was founded by investor
Eiad Asbahi in 2009 and is
headquartered in Baton Rouge, LA.
Prescience Point Capital Management is a registered investment
advisor with the State of
Louisiana. Follow @PresciencePoint.
Safe Harbor Statement
This press release includes forward-looking statements,
including statements regarding the plan of MiMedx Group, Inc. (the
"Company") to refresh the Board, the effects of such
refreshment on the Company and expectations with respect to Board
leadership. Forward-looking statements may be identified by words
such as "believe," "expect," "may," "plan," "potential," "will,"
"would" and similar expressions and are based on current beliefs
and expectations. Forward-looking statements are subject to risks
and uncertainties, and the Company cautions investors against
placing undue reliance on such statements.
Actual results may differ materially from those set forth in the
forward-looking statements as a result of various factors,
including the results of any election of Class II or Class III
directors. There is no assurance that the Board's nominees will be
elected at the Company's 2018 annual meeting of shareholders (the
"2018 Annual Meeting") or the Company's 2019 annual
meeting of shareholders. Any forward-looking statements speak only
as of the date of this press release, and except as required by
law, the Company assumes no obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Important Information
The Company intends to file a
definitive proxy statement and associated BLUE proxy card in
connection with the solicitation of proxies for the 2018 Annual
Meeting with the Securities and Exchange Commission (the
"SEC"). Details concerning the nominees of the
Company's board of directors for election at the 2018 Annual
Meeting will be included in the proxy statement. BEFORE MAKING ANY
VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS
THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and shareholders will be able to obtain a copy of the definitive
proxy statement and other documents filed by the Company free of
charge from the SEC's website at www.sec.gov. The Company's
shareholders will also be able to obtain, without charge, a copy of
the definitive proxy statement and other relevant filed documents
from the "SEC Filings" section of the Company's website at
www.mimedx.com.
Participants in the Solicitation
The Company, its
directors, its director nominees and certain of its executive
officers are participants in the solicitation of proxies from
shareholders in respect of the 2018 Annual Meeting. Information
regarding the names of the Company's directors, director nominees
and executive officers and their respective interests in the
Company by security holdings or otherwise is set forth in the
Company's Current Report on Form 8-K filed with the SEC on
May 30, 2019. Additional
information regarding the interests of these participants in any
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will also be included
in any proxy statement and other relevant materials to be filed
with the SEC, if and when they become available.
Contacts
Investors:
Hilary Dixon
Corporate & Investor Communications
770.651.9066
investorrelations@mimedx.com
Media:
Joele Frank,
Wilkinson Brimmer Katcher
Andy Brimmer / Jed Repko / Annabelle
Rinehart
212.355.4449
Media for Prescience Point:
Dukas Linden Public
Relations
Zach Kouwe
212-704-7385
presciencepoint@dlpr.com
View original
content:http://www.prnewswire.com/news-releases/mimedx-announces-comprehensive-board-refreshment-plan-in-cooperation-with-prescience-point-300859069.html
SOURCE MiMedx Group, Inc.