Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
20 February 2020 - 9:29AM
Edgar (US Regulatory)
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed
by the Registrant ¨
Filed
by a Party other than the Registrant þ
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Enzo Biochem, Inc.
(Name of Registrant as Specified In Its Charter)
Harbert Discovery Fund, LP
Harbert Discovery Co-Investment Fund I, LP
Harbert Discovery Fund GP, LLC
Harbert Discovery Co-Investment Fund I GP, LLC
Harbert Fund Advisors, Inc.
Harbert Management Corporation
Jack Bryant
Kenan Lucas
Raymond Harbert
Fabian Blank
Peter J. Clemens, IV
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (check the appropriate
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ISS Recommends Shareholders Vote
AGAINST Enzo Proposal to Increase Size of Board
Leading Proxy Advisory Firm Calls
Claim by Enzo’s Board that its Actions are Somehow “Shareholder Friendly” to be “Not Only Misleading, but
Arguably Deceptive.”
ISS Labels Enzo’s Proposal
“A Late-Stage Entrenchment Maneuver” in Response to “Robust Support” for HDF’s Campaign
ISS Recommends Shareholders Vote
on HDF’s BLUE Proxy Card
HDF Urges Shareholders to Discard
Enzo’s Gold and White Cards
Birmingham, AL, February 19, 2020 – Harbert
Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP (collectively “HDF”), the beneficial owners of more
than 11.8% of the outstanding shares of Enzo Biochem, Inc. (NYSE: ENZ) (“Enzo” or the “Company”), today
announced that a leading proxy advisory firm, Institutional Shareholder Services Inc. (“ISS”), has recommended that
shareholders vote on the BLUE proxy card AGAINST Enzo’s proposal to amend its bylaws in order to increase the size of the
Board and re-nominate Barry Weiner. Enzo’s delayed 2019 Annual Meeting of Shareholders (the “Annual Meeting”)
is scheduled for February 25, 2020.
The commentary in ISS’s report closely aligns
with how HDF has previously publicly characterized Enzo’s blatant entrenchment maneuvers. The analysis from ISS speaks for
itself, stating:1
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“(A) deeper review reveals modifications that appear
to constitute an eleventh-hour attempt to salvage a board seat for Weiner in light of what appears to be strong shareholder
support for the dissident nominees.”
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“(G)iven the timing of the announcement (three days
before the scheduled [Annual General Meeting] and after an apparently strong showing of support for the dissident nominees), the
board's assertion that it is somehow shareholder friendly is not only misleading, but arguably deceptive.”
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“Ultimately, it is unclear how this (proposal) would
benefit shareholders.”
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“The proposed increase in board size appears to be
a late-stage entrenchment maneuver in response to what appears to have been robust support for the dissident campaign…”
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“(M)oreover, the company has not yet identified any
potential candidates for the proposed seventh director seat. Given that it is unclear how this would be a net benefit to shareholders,
support AGAINST this proposal is warranted”
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“While independence and diversity are generally beneficial,
shareholders should ask whether they trust the board to make the selection. After all, this is a board that is seemingly
attempting to circumvent the will of shareholders and force a unilateral settlement via this very proposal.”
________________________________
1 Permission
to quote ISS was neither sought nor obtained. Emphasis added.
Kenan Lucas, Managing Director and Portfolio Manager
of HDF, commented on the report: “We are gratified by ISS’s analysis, which supports in the strongest possible terms
what we have said since Enzo delayed the Annual Meeting: this is a Board willing to go to any extreme to entrench themselves and
attack the rights of its own shareholders. While we are disappointed by the Board’s actions, we look forward to the Annual
Meeting being held on February 25th, where the voices of shareholders can finally be heard – and after which
we can all focus on enhancing the value of Enzo and helping it reach its full potential.”
Now is the time to vote your shares. Vote on the BLUE
proxy card FOR the election of Fabian Blank and Peter Clemens today.
Please visit our website at www.cureenzo.com
to learn more.
Important Information about Participants in a Proxy Solicitation:
Harbert Discovery Fund, LP (“Harbert Discovery”),
Harbert Discovery Fund GP, LLC (“Harbert Discovery GP”), Harbert Discovery Co-Investment Fund I, LP (“Harbert
Discovery Co-Investment” and together with Harbert Discovery, the “Discovery Funds”), Harbert Discovery Co-Investment
Fund I GP, LLC (“Harbert Discovery Co-Investment GP”), Harbert Fund Advisors, Inc. (“HFA”), Harbert Management
Corporation (“HMC”), Jack Bryant (“Mr. Bryant”), Raymond Harbert (“Mr. Harbert”) and Kenan
Lucas (“Mr. Lucas” and together with Harbert Discovery, Harbert Discovery GP, Harbert Discovery Co-Investment, Harbert
Discovery Co-Investment GP, HFA, HMC and Messrs. Bryant and Harbert, the “Harbert Discovery Parties”) (collectively,
the “Participants”) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy
statement and accompanying form of proxy to be used in connection with the solicitation of proxies from the shareholders of Enzo
Biochem, Inc. (the “Company”) in connection with the annual meeting of shareholders of the Company (the “Annual
Meeting”). All shareholders of the Company are advised to read the definitive proxy statement and other documents related
to the solicitation of proxies by the Participants in respect of the Annual Meeting, as they contain important information, including
additional information related to the Participants, their nominees for election to the board of directors of the Company and the
Annual Meeting. The definitive proxy statement and an accompanying proxy card will be furnished to some or all of the Company’s
shareholders and are, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/ and
are available upon request from the Participants’ proxy solicitor, Okapi Partners, by calling (888) 758-6707 (banks and brokers
call collect (212) 297-0720).
Additional information about the Participants can be found
on the Definitive Proxy Statement filed by the Participants on December 6, 2019.
About Harbert Discovery Fund (HDF)
HDF invests in a concentrated portfolio of publicly traded
small capitalization companies in the US and Canada. We perform significant due diligence on each portfolio company prior to investing.
In addition to researching all publicly available information and meeting with management, our diligence includes substantial primary
research with industry experts, consultants, bankers, customers and competitors. We often spend months or years researching ideas
before making an investment decision and we only invest in companies that we believe are significantly undervalued, and where there
is the potential for change to enhance or accelerate value creation.
In
an effort to unlock this potential value, we seek to work directly with the boards and management teams of our portfolio companies
privately and collaboratively, engaging with them on a range of factors including governance, board composition, corporate strategy,
capital allocation, strategic alternatives and operations. We have effected positive, fundamental changes at our current and past
investments through this behind-the-scenes, constructive approach. HDF currently has board representation at three of our portfolio
companies. In each case, changes to the board were agreed upon privately and it is our strong preference in every investment to
avoid the unnecessary distractions and costs of a public proxy campaign.
About Harbert Management Corporation (HMC)
HMC is an alternative asset management firm with approximately
$7.0 billion in regulatory assets under management as of December 31, 2019. HMC currently sponsors nine distinct investment strategies
with dedicated investment teams. Additional information about HMC can be found at www.harbert.net.
Contacts
Investor Contact
Okapi Partners LLC
Bruce Goldfarb / Chuck Garske / Jason Alexander, 212-297-0720
info@okapipartners.com
Media Contact
Sloane & Company
Dan Zacchei / Sarah Braunstein, 212-486-9500
dzacchei@sloanepr.com /
sbraunstein@sloanepr.com
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