MEI Pharma Adopts Limited-Duration Stockholder Rights Plan
- Responds to Substantial Stock Accumulation by
- Protects Long-Term Value of All Stockholders’ Investments in
The Board of Directors resolved to adopt the Rights Plan following the recent Schedule 13D amendments filed by
The Company issued the following statement:
In accordance with its fiduciary duties, the MEI Board of Directors is firmly committed to taking actions that are in the best interest of all of the Company’s stockholders. In that regard, our Board is focused on the Company’s drug development efforts and regularly evaluates the Company’s capital allocation to ensure that MEI is best positioned to optimize stockholder returns. As we’ve noted, the Company is advancing its two clinical programs that are both on the cusp of reporting clinical data during the first half of 2024 that could support value creation opportunities for the benefit of all stockholders.
We believe it is imperative that MEI stockholders are given the opportunity to realize the full long-term potential of their MEI investment. Our Board is therefore adopting this Rights Plan to prevent MEI stockholders from being deprived of that opportunity by a self-interested group taking control of the Company in a manner or at a price that is not in the best interest of all stockholders.
The Rights Plan is similar to plans adopted by other publicly traded companies. It is intended to promote the fair and equal treatment of all MEI stockholders and ensure that no person or group can gain control of MEI through open market accumulation or other tactics potentially disadvantaging the interest of all stockholders. The Rights Plan applies equally to all current and future stockholders and is not intended to deter offers that are fair and otherwise in the best interest of all of the Company’s stockholders.
Pursuant to the Rights Plan, the Company is issuing one right for each share of common stock as of the close of business on
Further details about the Rights Plan will be contained in a Form 8-K to be filed by the Company with the
Important Information and Where to Find It:
This statement is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the
STOCKHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT AND THE FISCAL 2024 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.
Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Consent Revocation Statement or Fiscal 2024 Proxy Statement and other materials to be filed with the
Stockholders will be able to obtain, free of charge, copies of the Consent Revocation Statement and the Fiscal 2024 Proxy Statement (including any amendments or supplements thereto) and any other documents filed by the Company with the
Certain information contained in this press release that are not historical in nature are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding: the potential, safety, efficacy, and regulatory and clinical progress of our product candidates, including the anticipated timing for initiation of clinical trials and release of clinical trial data and our expectations surrounding potential regulatory submissions, approvals and timing thereof, our business strategy and plans; the sufficiency of our cash, cash equivalents and short-term investments to fund our operations. You should be aware that our actual results could differ materially from those contained in the forward-looking statements, which are based on management’s current expectations and are subject to a number of risks and uncertainties, including, but not limited to our failure to successfully commercialize our product candidates; the availability or appropriateness of utilizing the FDA’s accelerated approval pathway for our product candidates; final data from our pre-clinical studies and completed clinical trials may differ materially from reported interim data from ongoing studies and trials; costs and delays in the development and/ or FDA approval, or the failure to obtain such approval, of our product candidates; uncertainties or differences in interpretation in clinical trial results; uncertainty regarding the impact of rising inflation and the increase in interest rates as a result; potential economic downturn; activist investors; our inability to maintain or enter into, and the risks resulting from, our dependence upon collaboration or contractual arrangements necessary for the development, manufacture, commercialization, marketing, sales and distribution of any products; competitive factors; our inability to protect our patents or proprietary rights and obtain necessary rights to third party patents and intellectual property to operate our business; our inability to operate our business without infringing the patents and proprietary rights of others; general economic conditions; the failure of any products to gain market acceptance; our inability to obtain any additional required financing; technological changes; government regulation; changes in industry practice; and one-time events. We do not intend to update any of these factors or to publicly announce the results of any revisions to these forward-looking statements. Under