Report includes 54 recommended governance improvements for Knight and is available to all investors
PETACH TIKVA, Israel, April 17, 2019 – Medison Biotech (1995) Ltd. (“Medison”), which together with its affiliates owns more than 10.4 million shares or 7.3% of Knight Therapeutics, Inc. (TSX:GUD) (“Knight” or the “Company”), today disclosed that an independent report authored by leading corporate governance expert Dr. Richard Leblanc (the “Leblanc Report”) reveals and confirms acute conflicts of interest and governance deficiencies at Knight.
These material weaknesses, which have severely impacted shareholders, are attributed to, among other factors, the multiple personal and business relationships among the current Board of Directors, the CEO, Jonathan Goodman, and the Goodman family network of competing businesses and investments.
Dr. Richard Leblanc is one of Canada’s leading experts on corporate governance and accountability. He is an award-winning teacher, researcher, lawyer, public speaker, consultant and specialist on boards of directors. He has taught at leading universities, including Harvard University and holds both American and Canadian law degrees and a PhD in philosophy from York University.
After studying Knight’s governance and Board, Dr. Leblanc noted:
“In my 25 years of assisting and advising organizations and boards, I have never seen such a complex web of interlocks, family, associate and affiliate relationships, and competing loyalties like this.”
Dr. Leblanc developed fifty-four recommendations for fixing Knight’s governance. He noted:
“My fifty-four recommendations are intended, in large measure, to address the real and apparent conflicts of interest and lack of Board independence [at Knight].”
Among the recommendations Dr. Leblanc offered in his twenty-five-page report is that:
“the CEO of Knight (i) sell all of his shareholdings in Pharmascience, and any other current or prospective competitor, supplier, or customer of Knight … or (ii) maintain the CEO’s shareholding in Pharmascience and resign as a CEO and Director of Knight, within 45 days of this Report.”
“Knight and Jonathan Goodman continue to mislead shareholders about the true nature and impact of the entangled relationships between the Board and the CEO, as well as with the Goodman family and Pharamascience, which they own. The Leblanc Report has made clear how misaligned Knight’s current CEO and Board are with shareholders’ interests by identifying a culture of poor corporate governance and multiple conflicts of interest,” said Meir Jakobsohn, CEO of Medison, Knight’s second largest shareholder. Medison has nominated five new independent directors to the Knight Board.
Added Jakobsohn, “Knight shareholders have an opportunity to elect new independent directors with deep operating experience in global pharma who can help fix Knight’s failures, many of which are now publicly admitted by the company. It’s time for a New Day for Knight, where the interests of the board aligned with all shareholders, better governance, more accountability and a common-sense plan to create value. We look forward to the support of shareholders in the upcoming election.” Knight shareholders may request a copy of the Leblanc Report by emailing email@example.com
Medison encourages shareholders to read its Information Circular, available at www.NewDayForKnight.com for the complete, truthful story about Knight’s failure to create value for shareholders and the best way forward.
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Medison is one of the world’s largest commercial partners of leading global biotech companies. Backed by three generations of experience in the healthcare industry since 1937, Medison is uniquely qualified to provide the complete spectrum of integrated services for international companies looking to enter or expand their presence in Israeli and selected ROW markets. Over the years, Medison has become the partner of choice for biotech companies that produce highly innovative, cutting edge therapeutics for commercialization in the Israeli market and is currently the second largest pharmaceutical company in Israel, with over CAD 250 million in revenues annually and over 270 employees. Medison runs a corporate venture arm with a dedicated research and evaluation team boasting deep scientific and commercial backgrounds. Medison also operates a scouting program to cater to its partners and is an active investor in life science projects around drug development and digital health.
Additional information can be found at www.medison.co.il.
Forward Looking Statement
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws, including, without limitation, Medison’s and Knight’s respective priorities, plans and strategies. All statements and information, other than statements of historical fact, included herein are forward-looking statements, including, without limitation, statements regarding activities, events or developments that Medison expects or anticipates may occur in the future. These forward-looking statements can be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe” or “continue” or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur or, even if they do occur, will result in the performance, events or results expected. We caution readers not to place undue reliance on forward-looking statements contained herein, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements. These factors include: changes in Knight’s strategies, plans or prospects; general economic, industry, business, regulatory and market conditions; actions of Knight and its competitors; conditions in the pharmaceutical industry; risks relating to government regulation and changes thereto, including in respect of the regulations concerning board composition, proxy solicitation and shareholder meetings; the state of the economy including general economic conditions globally and economic conditions in the jurisdictions in which Knight operates; the unpredictability and volatility of Knight’s share price; and dilution and future sales of securities of the Company. These factors should not be construed as exhaustive. Certain forward-looking statements contained herein may be considered to be future-oriented financial information or a financial outlook for the purposes of applicable Canadian securities laws. Future oriented financial information and financial outlook contained herein about prospective financial performance, financial position or cash flows are based on assumptions about future events, including economic conditions and proposed courses of action, based on the applicable management team’s assessment of the relevant information available to them at the applicable time, and to become available in the future. In particular, the information contains projected operational information for future periods which are based on a number of material assumptions and factors. The actual results of the applicable operations for any period could vary from the amounts set forth in these projections, and such variations may be material. Further, there is no assurance or guarantee with respect to the prices at which any securities of Knight will trade, and such securities may not trade at prices that may be implied herein. See above for a discussion of the risks that could cause actual results to vary from such forward-looking statements. Readers are cautioned that all forward-looking statements involve known and unknown risks and uncertainties, including those risks and uncertainties detailed in the continuous disclosure and other filings of Knight, copies of which are available on the System for Electronic Document Analysis (“SEDAR”) at www.sedar.com. We urge you to carefully consider those risks and uncertainties. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. Unless expressly stated otherwise, the forward-looking statements included herein are made as of the date of this news release and Medison disclaims any obligation to publicly update such forward-looking statements, except as required by applicable law.
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