PETACH TIKVA, ISRAEL – July 18, 2019 – Medison Biotech (1995) Ltd. and its affiliates (“Medison”) own or control more than 10.4 million shares of Knight Therapeutics Inc. (the “Company”), representing approximately 7.3% of the total issued shares of the Company.
Medison today filed an Early Warning Report in respect of Knight and disclosed that it is currently considering requisitioning a special meeting of shareholders of the Company pursuant to the Canada Business Corporations Act (Canada) in order to replace certain members of the Board of the Company (the “Considered Requisition”). The objective of the Considered Requisition would be to enhance the Board’s ability to oversee and investigate management actions (at the Company and overseas subsidiary level) and to implement proper corporate governance practices.
Medison has spoken to other shareholders of the Company, who have expressed their deep disappointment with the egregious and conflicted governance regime in place at the Company coupled with the ongoing string of business failures suffered by all Knight shareholders (other than Jonathan Goodman) as a result of the current Board’s mismanagement and lack of strategic direction.
In light of the prevailing view that an immediate change is needed at the Company, Medison continues to collect evidence to support and strengthen its case, will continue to meet with additional shareholders and will update the market from time to time on additional information.
Medison believes that strengthening the Board with individuals with relevant industry experience and, most importantly, independence from Knight, Jonathan Goodman and the Goodman family will result in a long overdue change in the Company. Medison believes that current Board is not capable of providing proper oversight over the CEO, Jonathan Goodman, who has an untenable conflicts of interest, is not aggressively pursuing business opportunities and is not aligned with the interests of the other shareholders who account for approximately 84% of the shares of the Company. Given the level of support Medison has received for its position during discussions with shareholders, Medison is confident that real change at the Company effected through the replacement of certain members of the Board is achievable.
Medison and the other shareholders with which it is in contact have lost faith in the Company’s current board of directors, and the Company’s current chief executive officer, Jonathan Goodman, who is also a director of the Company. Jonathan Goodman has failed to create value for shareholders and to deploy capital, and has instead enriched himself while allowing conflicts of interest to compromise the board of directors and management.
Accordingly, in order to protect the investment of all shareholders, Medison intends to move forward with actions that would enable the Considered Requisition to proceed.
Further information relating to the holdings of Medison will be disclosed in the Early Warning Report of Medison to be filed on the Company’s SEDAR profile at www.sedar.com. A copy of the Early Warning Report will be available upon request made to Medison’s counsel, Goodmans LLP, at the Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, ON M5H 2S7, Attention: Jonathan Feldman/Mark Spiro.