Avid Bioservices, Inc. (NASDAQ: CDMO) (“Avid” or the “Company”), a
dedicated biologics contract development and manufacturing
organization (“CDMO”) working to improve patient lives by providing
high quality development and manufacturing services to
biotechnology and pharmaceutical companies, today announced that
leading independent proxy advisory firms Institutional Shareholder
Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”)
recommend that Avid stockholders vote “FOR” the Company’s pending
transaction with GHO Capital Partners LLP ("GHO") and Ampersand
Capital Partners (“Ampersand”).
Nick Green, president and CEO of Avid Bioservices, said,
“We are pleased that ISS and Glass Lewis recognize the premium
value of the GHO and Ampersand transaction for Avid stockholders,
as well as the process run by our Board of Directors to ensure we
are maximizing value. We encourage our stockholders to vote FOR our
transaction with GHO and Ampersand today.”
In making its recommendation, ISS stated in its January 17,
2025, report:*
- “The sales process was sufficiently thorough, shareholders are
receiving a premium, the implied valuation supports the premium
being offered, and the cash consideration provides liquidity and
certainty of value for shareholders.”
VOTE TODAYThe Avid Board of Directors
Unanimously Recommends that Avid Stockholders Vote “FOR” the
proposed transaction with GHO and Ampersand.Vote TODAY
online, by telephone or by signing and returning the enclosed proxy
card.If you have questions or need assistance voting your shares,
please contact:MacKenzie Partners, Inc. 7
Penn PlazaNew York, New York 10001U.S. & Canada Toll-Free:
1-800-322-2885Elsewhere Call Collect: +1-212-929-5500Or Email:
proxy@MacKenziePartners.com |
* Permission to use quotations was neither sought nor
obtained.
Advisors
Moelis & Company LLC is serving as exclusive financial
advisor to Avid, and Cooley LLP is serving as legal counsel to
Avid.
About Avid Bioservices, Inc.
Avid Bioservices (NASDAQ: CDMO) is a dedicated CDMO focused on
development and CGMP manufacturing of biologics. The Company
provides a comprehensive range of process development, CGMP
clinical and commercial manufacturing services for the
biotechnology and biopharmaceutical industries. With more than 30
years of experience producing biologics, Avid's services include
CGMP clinical and commercial drug substance manufacturing, bulk
packaging, release and stability testing and regulatory submissions
support. For early-stage programs the Company provides a variety of
process development activities, including cell line development,
upstream and downstream development and optimization, analytical
methods development, testing and characterization. The scope of our
services ranges from standalone process development projects to
full development and manufacturing programs through
commercialization. www.avidbio.com
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company has filed a proxy statement with the U.S. Securities
and Exchange Commission (“SEC”) with respect to a special meeting
of stockholders to be held in connection with the proposed
transaction. Promptly after filing the definitive proxy statement
with the SEC, the Company mailed the definitive proxy statement and
a proxy card to each stockholder entitled to vote at the special
meeting to consider the proposed transaction. STOCKHOLDERS ARE
URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain,
free of charge, the preliminary and definitive versions of the
proxy statement, any amendments or supplements thereto, and any
other relevant documents filed by the Company with the SEC in
connection with the proposed transaction at the SEC’s website
(http://www.sec.gov). Copies of the preliminary and definitive
versions of the proxy statement, any amendments or supplements
thereto, and any other relevant documents filed by the Company with
the SEC in connection with the proposed transaction will also be
available, free of charge, at the Company’s investor relations
website (https://ir.avidbio.com/sec-filings). The information
provided on, or accessible through, our website is not part of this
press release, and therefore is not incorporated herein by
reference.
PARTICIPANTS IN THE SOLICITATION
The Company and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding the Company’s directors and executive officers is
available in the Company’s definitive proxy statement for the
January 30, 2025 special meeting of stockholders, which was filed
with the SEC on December 18, 2024 (the “Special Meeting Proxy
Statement”). Please refer to the sections captioned “Security
Ownership of Certain Beneficial Owners, Directors and Management”
and “Interests of Avid’s Directors and Executive Officers in the
Merger” in the Special Meeting Proxy Statement. To the extent
holdings of such participants in the Company’s securities have
changed since the amounts described in the Special Meeting Proxy
Statement, such changes have been reflected on Initial Statements
of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC: Form 4, filed by Nicholas
Stewart Green on January 2, 2025, Form 4, filed by Daniel R. Hart
on January 2, 2025, Form 4, filed by Richard A. Richieri on January
2, 2025, and Form 4, filed by Richard A. Richieri on January 13,
2025. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
Special Meeting Proxy Statement and other relevant materials filed
with the SEC in connection with the proposed transaction. Free
copies of the Special Meeting Proxy Statement and such other
materials may be obtained as described in the preceding
paragraph.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” which
include, but are not limited to, all statements that do not relate
solely to historical or current facts, such as statements regarding
the Company’s expectations, intentions or strategies regarding the
future, or the completion or effects of the proposed sale of Avid
to GHO and Ampersand. In some cases, these statements include words
like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue” and “ongoing,” or the
negative of these terms, or other comparable terminology intended
to identify statements about the future. These forward-looking
statements are subject to the safe harbor provisions under the
Private Securities Litigation Reform Act of 1995. The Company’s
expectations and beliefs regarding these matters may not
materialize. Actual outcomes and results may differ materially from
those contemplated by these forward-looking statements as a result
of uncertainties, risks, and changes in circumstances, including
but not limited to risks and uncertainties related to: the timing,
receipt and terms and conditions of any required governmental and
regulatory approvals of the proposed transaction that could delay
the consummation of the proposed transaction or cause the parties
to abandon the proposed transaction; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement entered into in connection with
the proposed transaction; the possibility that the Company’s
stockholders may not approve the proposed transaction; the risk
that the parties to the merger agreement may not be able to satisfy
the conditions to the proposed transaction in a timely manner or at
all; risks related to disruption of management time from ongoing
business operations due to the proposed transaction; the risk that
any announcements relating to the proposed transaction could have
adverse effects on the market price of the Company’s common stock;
the risk of any unexpected costs or expenses resulting from the
proposed transaction; the risk of any litigation relating to the
proposed transaction; and the risk that the proposed transaction
and its announcement could have an adverse effect on the ability of
the Company to retain and hire key personnel and to maintain
relationships with customers, vendors, partners, employees,
stockholders and other business relationships and on its operating
results and business generally. Additional risks and uncertainties
that could cause actual outcomes and results to differ materially
from those contemplated by the forward-looking statements are
included under the caption “Risk Factors” and elsewhere in the
Company’s most recent filings with the SEC, including the Company’s
Quarterly Report on Form 10-Q for the quarter ended October 31,
2024 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K
filed with the SEC from time to time and available at
http://www.sec.gov.
The forward-looking statements included in this information
statement are made only as of the date hereof. The Company assumes
no obligation and does not intend to update these forward-looking
statements, except as required by law.
Contacts:
Avid Bioservices
Stephanie Diaz (Investors)Vida Strategic
Partners415-675-7401sdiaz@vidasp.com
Tim BronsVida Strategic
Partners415-675-7402tbrons@vidasp.com
Bob Marese / John Bryan (For Voting Inquiries)MacKenzie
Partners, Inc.1-800-322-2885proxy@MacKenziePartners.com
Aaron Palash / Allison Sobel (Media)Joele Frank, Wilkinson
Brimmer Katcher(212) 355-4449
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