Dear Fellow Knight Therapeutics Shareholder:
Medison Biotech (1995) Ltd. and its affiliates (“Medison”) are collectively the second largest shareholders of Knight Therapeutics, Inc. (“Knight”) holding approximately 7.3% of the share capital of Knight.
Six weeks have passed since Knight’s annual meeting.
This meeting was a focal point of our first public activist campaign to create positive change for the benefit of all Knight’s shareholders. Our campaign has achieved its main goal by highlighting and creating awareness of shareholders to the problems from which Knight suffers — chronic underperformance of Knight’s share price, the lack of a business strategy, the hording of an unused pile of approximately CAD$800 million in cash, the existence of acute conflicts of interest and other serious governance related issues. At the annual meeting, the shareholders of Knight have afforded Knight’s management and Mr. Goodman a short grace period to change its course and create value for all its stakeholders.
Since the annual meeting, Knight is trying very hard to generate an appearance of real activity, but to no avail. Knight’s recent press releases regarding Knight’s participation in some industry conferences is embarrassing for a company traded on TSX with a market capitalization of over one billion dollars and is just a smoke screen for its lack of news about real business initiatives that will generate value for shareholders. Another example is Knight’s press release from yesterday, which was nothing more than a recycling of a non-material non-event, regarding the full repayment (a mere CAD$750,000) of the balance of a February 2016 loan that was provided to Medimetriks Pharmaceuticals Inc. Knight’s lending activity is non-strategic and does not generate any recurring revenues or other meaningful benefits to Knight. Specifically with respect to Medimetriks, the loan was extended to a company that identifies itself, just like Knight, as a “leading independent specialty pharmaceutical company.” Instead of deploying cash to build its own pharma business, Knight is financing third parties’ initiatives. What Knight is also not telling its shareholders is that the sales from the in-licensing rights granted in connection with the Medimetriks (non-strategic) loan in the last 3.5 years were zero and the prospects in the coming years for sales for these products for Knight are marginal at best. Not a wise use of capital in our opinion.
Knight’s Share Performance
Throughout the election contest, we demonstrated that the market assigns no value to Knight’s pharma business and sees no premium or value over Knight’s asset value. This means the market has no faith in management to generate positive returns on its assets.
Since the annual meeting took place, the share price of Knight has not improved. Today, the share price appears mired where it was when we initiated our public campaign, again reflecting the market’s refusal to assign any value to management’s ability to create additional future cash flows and value from its existing assets.
Over the last three-year period Knight’s stock price has suffered from a negative return of approximately 25%. The experience of the last six months suggests this trend will continue. Since its last capital raise in 2016, the premium reflected in Knight’s share price in excess of its asset value has been eroded by approximately 90%.
We find this experience and these results to be unacceptable. As the second largest shareholder of Knight, we are focused on creating a return on our investment and, like all our fellow shareholders, generating positive returns on our investment in Knight. In response to our criticisms, Jonathan Goodman and his team bragged and highlighted that sell-side analysts hold an average target share price that is much higher than current market price (and some of them, like Raymond James, as high as CAD$10.25). We now urge Mr. Goodman and Knight’s leadership to execute a strategy based on deploying Knight’s massive pile of unused cash to create a real business with increased future cash flows and a higher share price. Complacency and the status quo will not advance shareholder interests.
Conflicts of Interest
Our campaign exposed and made public previously undisclosed information regarding serious conflicts of interest of Knight’s CEO, Mr. Goodman, and Knight’s Chairman of the Board of Directors, Mr. James Gale. Mr. Goodman holds a higher percentage interest of Pharmascience, a direct leading competitor of Knight, than the percentage interest he holds at Knight.
Mr. Gale is also entangled with numerous business and personal relationships with the Goodman family. Among others, the Goodman’s family owned entity, JODDES, is the anchor investor and partner in Signet Health, a venture capital fund established and managed by Mr. Gale.
We believe that these acute conflicts of interest make both Mr. Goodman and Mr. Gale unfit to serve in their current positions, CEO and Chairman of the Board, respectively.
We are not alone in being concerned with these conflicts. Other key shareholders and independent shareholder advisory services (Glass, Lewis & Co., LLC and Institutional Shareholders Services Inc.), who specialize in governance related matters, have also expressed similar concerns. Glass Lewis, in their report stated:
“… as Medison argues, we believe it’s reasonable and justified for shareholders to demand that Mr. Goodman divest his stake in Pharmascience in order to remain the CEO of Knight. Alternatively, we believe it would be acceptable from a corporate governance perspective for Mr. Goodman to relinquish the role of CEO of Knight, but to remain on the board where his conflict would be more manageable and less likely to impact day-to-day operations or execution of Knight’s strategic priorities.”
Knight’s actions and inactions will be analyzed and scrutinized by the market and shareholders with special attention devoted to the conflicts of interest. We believe that if these conflicts of interests are not removed, they will frustrate any expectation that Knight can develop and execute a value creation strategy.
Medison will continue to closely monitor Knight’s performance and will not rest until all
hindrances to a successful Knight are fully removed and Knight fulfils its potential and reaches
CAD$10.25 per share.
Medison will also continue to evaluate Knight’s decisions and actions (if any) and will not hesitate to exercise its rights as a shareholder (as part of our ongoing effort to create positive change and value creation) to further the interests of all of Knight’s stakeholders.
Medison has maintained its website, www.NewDayForKnight.com,and encourages shareholders to visit for updates.
Medison is one of the world’s largest commercial partners of leading global biotech companies. Medison is uniquely qualified to provide the complete spectrum of integrated services for international companies looking to enter or expand their presence in selected ROW markets (Israel, Romania, Hungary, Croatia, Slovenia, Slovakia, Bulgaria and Canada). 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 its partners and is an active investor in life science projects around drug development and digital health.
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