MIMEDX Files Definitive Proxy Materials and Mails Letter to
03 May 2021
CollaborateFinancial Statement
Urges Shareholders to Vote the WHITE Proxy Card “FOR ALL” Four of MIMEDX’s Director Nominees – Dr. Kathleen Behrens, Mr. Todd Newton, Mr. Timothy Wright, and Dr. Phyllis Gardner
Entirely Reconstituted Board and New Management Team Positioned Company for Long-Term Sustainable Growth; Stock Price Appreciation of 237% Since Timothy Wright Selected as CEO
Virtual Annual Meeting to Be Held on May 27, 2021
MARIETTA, Ga., May 03, 2021 (GLOBE NEWSWIRE) -- MIMEDX Group, Inc. (NASDAQ: MDXG) (“MIMEDX” or the “Company”), an industry leader in utilizing amniotic tissue as a platform for regenerative medicine, today announced that it has filed definitive proxy materials with the U.S. Securities and Exchange Commission in connection with its 2021 Annual Meeting of Shareholders (“Annual Meeting”), to be held virtually on May 27, 2021 at 10:00 a.m. Eastern Time at . MIMEDX shareholders of record at as of 5:00 p.m. Eastern Time on April 16, 2021 are entitled to vote at the Annual Meeting.
The MIMEDX Board of Directors recommends unanimously that shareholders vote the WHITE proxy card FOR MIMEDX’s four highly qualified directors standing for election - Dr. Kathleen Behrens, Mr. Todd Newton, Mr. Timothy Wright, and Dr. Phyllis Gardner.
In conjunction with the definitive proxy filing, MIMEDX has mailed a letter to shareholders detailing the decisive actions the Board and management team have taken to create shareholder value by transforming MIMEDX into a stronger company well-positioned to capitalize on the growth opportunities in the regenerative medicine industry with its in-market and pipeline products.
MIMEDX definitive proxy materials, letter to shareholders and other relevant information can be found at .
The full text of the letter follows:
April 30, 2021
VOTE THE WHITE PROXY CARD TODAY “FOR” ALL FOUR OF MIMEDX’S HIGHLY QUALIFIED DIRECTORS - DR. KATHLEEN BEHRENS, MR. TODD NEWTON, MR. TIMOTHY WRIGHT AND DR. PHYLLIS GARDNER
THE MIMEDX TRANSFORMATION IS WELL UNDERWAY BUT THERE IS MORE WORK TO BE DONE AND PROGRESS TO BE MADE
Dear Fellow Shareholder,
You have an important decision to make regarding the future of your investment in MiMedx. At our Annual Meeting of Shareholders on May 27, 2021, you will be asked to elect the directors you believe are most qualified to oversee the execution of MiMedx’s continued transformation and long- term strategy.
Following a deeply tumultuous period in the Company’s history, your Board of Directors and management team have taken decisive and positive actions to create shareholder value by transforming MiMedx into a stronger company that is very well-positioned to capitalize on the growing opportunities in the regenerative medicine industry.
These monumental achievements starkly contrast with the events that took place two years ago, when MiMedx was forced to take drastic action due to misconduct by members of the prior management team. This misconduct resulted in the restatement of five years of financial statements, the delisting of our common stock from the Nasdaq Stock Market, significant litigation against the Company, several regulatory investigations and a material loss of credibility with our stakeholders. Now, those difficult years have come to a close, thanks to the new leadership team and new Board of Directors.
Under a reconstituted Board and a new management team, led by CEO Timothy Wright, MiMedx has a new “tone at the top” and commitment to integrity and accountability, making significant improvements in the Company’s operations and corporate governance, creating sustainable long-term value for shareholders. Under this Board and management team, MiMedx:
These actions rebuilt the credibility lost by the actions of members of former management that were dismissed. Proven industry experience, resolving issues and focus have driven stock price appreciation of 237% since Mr. Wright was appointed the role of CEO in May of 2019. Under the leadership of the current Board and management team, MiMedx has turned the page, is welcomed by customers and is beginning its next chapter as a new company. We are well-positioned for long-term growth, profitability and shareholder value creation.
Our transformation is not complete. MiMedx’s future success is dependent on continuing to execute and operate our business in a compliant and transparent manner. That has been the driver of our current success and will be the foundation for future success. Any action that puts this approach at risk puts our progress, and the future of your investment, at risk. Make no mistake, we believe giving Prescience Point the influence to disrupt our strategy would effectively turn back the clock, bring another wave of concerns to customers and employees who endured issues that are now resolved, and nullify the culture of compliance, transparency and responsible oversight that has allowed management to position MiMedx for long-term value creation.
That’s why your vote at this year’s annual meeting is especially important. Prescience Point has filed proxy materials to run a competing slate of candidates for election to the MiMedx Board. Led by its own Founder and Portfolio Manager, Eiad Salahi Asbahi, Prescience Point is attempting to take control of over 40% of the Board – including the seat held by our CEO, Timothy Wright, our Board Chair, M. Kathleen Behrens, Ph.D. and our Audit Committee Chair, K. Todd Newton. Prescience Point’s goal is clear: they seek to force through their own agenda, which appears to be aimed at pushing for a sale of the Company BEFORE MiMedx captures the multiple value creation opportunities before us. With ownership of only 8.1% of the Company’s stock, Prescience Point is seeking to take over 40% of your board with highly disproportionate representation.
The future of your investment is at stake. As a shareholder in MiMedx, your vote is important. We urge you to vote FOR ALL of MiMedx’s director nominees – Dr. Kathleen Behrens, Mr. Todd Newton, Mr. Timothy Wright, and Dr. Phyllis Gardner - on the WHITE proxy card today. Please disregard any GOLD proxy cards you receive from Prescience Point.
Shareholders should note that Prescience Point already has significant representation on the MiMedx Board. In 2019, MiMedx entered into a cooperation agreement with Prescience Point, agreeing to add six new directors to the Board. Since that time, our current Board Chair, Dr. Kathleen Behrens and Audit Committee Chair, K. Todd Newton, and current CEO, Timothy Wright, were nominated to the Board. Dr. Behrens and Mr. Newton have both been outstanding leaders on the Board, making significant contributions to our successful turnaround and to the 106% stock price appreciation since they joined the Board. It is telling that both Dr. Behrens and Mr. Newton believe the Company provided attractive solutions to address Prescience Point’s concerns, which were rejected. They further strongly disagree with the current Prescience Point demands, which they find to be overreaching and would result in an undue level of influence.
Do not allow Prescience Point to put your investment at risk by giving them further and undeserved influence over the Board and therefore, the business of MiMedx. Prescience Point’s demands and commentary make it clear, in our view, that they do not understand responsible or compliant public pharmaceutical company disclosure, and instead are advocating for speculative actions designed to satisfy their own agenda. We ask you to ensure that the Board and management team have the opportunity to continue the successful execution of our clear strategic plan to accelerate our late-stage pipeline, achieve our stated top-line growth objectives in our core business and drive shareholder value.
Your vote on the WHITE proxy card in advance of our Annual Meeting of Shareholders is critical, no matter how many shares you own.
MIMEDX MUST COMPLETE ITS TRANSFORMATION INTO A CREDIBLE, COMPLIANT AND SUCCESSFUL COMPANY TO CREATE SUSTAINABLE LONG-TERM VALUE FOR SHAREHOLDERS
2020 was a transformational year for MiMedx. The Board and management team have been executing a number of operational and financial initiatives that are already producing results.
While navigating the impacts of the COVID-19 pandemic, MiMedx stabilized and strengthened its balance sheet with a capital raise of $150 million comprised of a $100 million equity financing led by EW Healthcare Partners and a $50 million debt financing provided by Hayfin Capital Management LLP, which signified a clear turning point for the business. The transaction was the culmination of an extensive review of potential financing alternatives by the Board, in consultation with the Company’s professional and financial advisors. These additional resources provided the Company with the necessary capital to enhance its R&D, manufacturing and commercial organizations, with additional flexibility to pursue attractive growth opportunities afforded by the Company’s amniotic tissue products.
EW Healthcare Partners is among the nation’s largest, oldest, and highly regarded private healthcare investment firms which seeks to make growth equity investments in innovative and fast growing commercial-stage healthcare companies in the pharmaceutical, medical device, diagnostics, and technology-enabled services sectors in the United States and in Europe. It has a significant track record of success advancing innovation and growth within the companies it partners with by sharing expertise and assisting in business plan execution. In return for its investment, EW Healthcare Partners received approximately 17.6 percent interest in the Company and the right to designate two directors to the MiMedx Board, half the number of additional seats being sought by Prescience Point, and far fewer than the seats Prescience Point received in 2019 – and will only be permitted to designate one director if its interest falls below 10.0 percent. Prescience Point’s approximately 8.0 percent interest in the Company simply does not justify permitting it to control an additional four board seats.
The Board has also taken a number of actions to promote accountability and strengthen oversight. In partnership with the management team, the Board has worked to develop and implement measures to improve MiMedx’s accounting, corporate compliance and internal control practices. The Audit Committee, chaired by Todd Newton, regularly receives independent feedback from third party advisors regarding the accounting practices and internal control practices.
In his role as CEO, Timothy Wright is building a new culture at the Company, rooted in ethics, integrity, collaboration and strategic execution. During the course of 2020, MiMedx successfully implemented a number of governance, operational and financial initiatives that were critical to restoring the Company’s integrity, improving business liquidity, and transforming the culture of the organization. In addition, MiMedx is initiating an investor relations and shareholder re-engagement program, under which we are gaining additional sell-side analyst coverage, attending investor conferences and communicating regularly with the investment community about our opportunities and the path to future value creation.
YOUR BOARD AND MANAGEMENT TEAM HAVE A CLEAR STRATEGY FOR LONG TERM VALUE CREATION
As a pioneer in placental biologics, we have both a core business, focused on addressing the needs of patients with acute and chronic non-healing wounds, and a promising late-stage pipeline of products to decrease pain and improve function in patients with degenerative musculoskeletal conditions. By incorporating a strategy to advance the underlying placental science and more rigorously establish the clinical and economic effectiveness of our products, we believe the Company can differentiate the value of our portfolio and address multiple areas of significant unmet clinical need.
The advanced wound care industry represents a significant and growing market opportunity, due to various demographic trends, including an aging population, increasing incidence of obesity and diabetes, and the associated higher susceptibility to non-healing chronic wounds. These demographics extend into the musculoskeletal sector as well, and the increasing number of patients requiring advanced treatment represents a significant cost burden on the healthcare system.
Since Timothy Wright assumed the CEO position in May of 2019, MiMedx has executed on its strategic plan and is positioning our leading product portfolio for further sustainable growth. We are:
Our differentiated products, promising pipeline and talented employees, combined with the significant unmet need in our markets, illustrate the compelling growth opportunity ahead. MiMedx plans to capitalize on these opportunities by investing in its core business to generate the cash needed to fuel the pipeline and elevate the standard of care for millions of patients.
OUR STRATEGY IS DRIVING PERFORMANCE AND SIGNIFICANT SHAREHOLDER RETURNS — AND THIS IS JUST THE BEGINNING
Since the installation of the new Board, the Company’s stock price performance has dramatically improved.
The positive financial profile that the new Board and management team have built reveal a strong trend toward growth and profitability. With the Company focused on enhancing its core business, expanding into international markets and bringing new treatments to market, we anticipate further stock appreciation.
MIMEDX HAS THE RIGHT BOARD AND OUR DIRECTORS ARE OUTSTANDING STEWARDS OF VALUE
MiMedx’s refreshed Board is made up of nine highly qualified, deeply experienced and demonstrably engaged directors who are strongly committed to acting in the best interests of all MiMedx shareholders. The Board’s composition reflects a commitment to refreshment with significant input from shareholders and increased diversity and expertise, with an entirely refreshed Board since June of 2019.
Two of the MiMedx Directors standing for election were nominated by Prescience Point and appointed to the Board in 2019 – Dr. Kathleen Behrens, our Board Chair, and K. Todd Newton, our Audit Committee Chair. Like the rest of the MiMedx Board, our Board Chair, Dr. Behrens, and Mr. Newton strongly oppose giving Mr. Asbahi outsized influence over MiMedx.
The Directors standing for re-election this year all are highly respected in the life sciences industry and have made significant contributions to our successful turnaround and to the creation of additional shareholder value, bringing important skills, business acumen and industry experience to guide and oversee the Company as fiduciaries at this critical time:
The executive and senior management team comprises several recently appointed leaders, including:
The Board is confident that this is the right team to execute on the Company’s go-forward strategy.
Our Board and management team have led our company to this pivotal moment in our history against all odds. Under Timothy Wright’s leadership, the team has instilled confidence in regulatory bodies and investors, restored employee morale and a focus on driving goals and commitments.
Prescience Point itself commended the Board and management team in December 2020i:
“The management team and board of directors has been refreshed with reputable, highly qualified individuals.”
“In addition to refreshing its management team, MDXG has substantially reconstituted its board of directors with several high-caliber board members who joined the Company in June 2019 following our successful activist campaign, and in July 2020 following EW Healthcare’s investment in MDXG.”
PRESCIENCE POINT IS UNWILLING TO WORK CONSTRUCTIVELY IN THE INTEREST OF ALL SHAREHOLDERS AND ITS NOMINEES DO NOT ADD ANY VALUE TO THE MIMEDX BOARD
While your Board prioritizes the execution of our strategy to deliver long-term shareholder value, Prescience Point is determined to run a disruptive and costly proxy contest, which we have tried in earnest to avoid. The Company has made a concerted effort to resolve this issue, only to have our good faith efforts mischaracterized or dismissed.
Prescience Point has already had direct or indirect participation in, and influence over, the designation or appointment of up to six board seats, four of which are held by directors who continue to serve on the Board. Despite this, the Company offered Prescience Point a newly created board seat and a chance to participate in developing public disclosures to bolster our shareholder communications initiatives. In return, we requested that Prescience Point sign customary non-disclosure and standstill agreements to safeguard material non-public information that would be shared with Prescience Point as part of our collaboration on shareholder communications. Prescience Point declined our overtures to resolve this matter and avoid a costly and distracting proxy fight.
The nominating and governance committee has evaluated all four of Prescience Point’s candidates and strongly believes that they either do not have the necessary qualifications to serve on the Board or they do not add any skills or expertise not already represented in our qualified directors. Prescience Point’s nominees, in our view, would add no value to the Board.
WE BELIEVE PRESCIENCE POINT’S ARGUMENTS ARE FALSE, MISGUIDED AND DANGEROUS
Prescience Point continues to make, in our opinion, false and misguided statements about the Company in an attempt to besmirch our progress and further their own agenda, which appears to be exclusively aimed at an immediate sale of the Company. At this stage of our clinical program, a sale is ill-advised as it would be detrimental to MiMedx’s ability to fully capture the value that will be further created into the clinical development cycle. Prescience Point’s views are not only misleading, we believe they are dangerous.
Setting the record straight:
We keep our investors informed about pipeline potential. We do so in a timely and prudent manner, consistent with SEC and FDA guidelines. MiMedx has consistently informed investors about the potential of its pipeline. To that end, Tim Wright and the management team have spoken about the Knee OA opportunity in every earnings call and Wall Street analyst conference meeting since 2019, and MiMedx’s pipeline opportunity has been clearly articulated along with an acknowledgment of influential factors and considerations. We continue to provide regular updates on our earnings calls, as well as at conferences, all while adhering to the limitations and restrictions imposed by the SEC and FDA. Prescience Point has no imposed restrictions on what it says publicly.
We have taken action to strengthen our balance sheet — our capital raise was a must. Faced with a global pandemic, a highly uncertain operating environment and liquidity concerns, MiMedx ran a robust process and raised enough capital to continue operating without restrictions, while attracting two new investors to the Company. As a result of our swift and deliberate actions we were able to avoid a “going concern” limitation in our audit during a challenging and truly unprecedented time for American companies in 2020. In fact, our financial metrics have since stabilized since the height of the COVID-19 pandemic and are beginning to show signs of growth.
EW Healthcare Partners is aligned with the interests of ALL shareholders. Prescience Point’s accusations to the contrary are designed to deliberately mislead and distract shareholders. EW Healthcare Partners are highly skilled investors with a track record of value creation in healthcare and, despite the fact that they own twice as many outstanding shares in the Company, they do not have board representation on par with that of Prescience Point. Meanwhile, Prescience Point is actively seeking influence over four of our nine directors while claiming that EW Healthcare Partners has too much voting power.
Furthermore, despite clear disclosures demonstrating Dr. Gardner is independent from EW Healthcare, Mr. Asbahi continues to assert that she is not. Dr. Gardner was an external consultant to EW Healthcare’s predecessor firm, Essex Woodlands Health Ventures, for a period ending in 2014 – she has not worked with the firm for more than seven years and she has no current connections to EW Healthcare. She is an independent director who is unbeholden to MiMedx’s management or EW Healthcare Partners.
We continue to outperform our peers. Prescience Point continues to make oversimplified comparisons to peers that do not take into the account the circumstances under which MiMedx has operated and the upside potential seen in our company now. Our valuation metrics have improved significantly, and we strongly believe this is entirely the result of our ongoing strategy.
MiMedx continues to incorporate constructive feedback into our ongoing strategy and transformation, however, we will not negotiate around issues in which falsehoods and misinformation serve as the driving force for change. We adhere to Food and Drug Administration guidelines around pre-approval product communications in order to avoid situations that would result in a potential “Warning Letter” impacting MiMedx’s reputation and pipeline progress. We have a proven track record of addressing legitimate shareholder concerns, including those from Prescience Point, and we are committed to engaging in good faith with those who seek to enhance value, not destroy it.
Shareholders should not be misled by Prescience Point’s false claims about our business and leadership team. These are nothing but Prescience Point’s veiled attempts to claim outsized influence over the Board and, as a result, the Company. Prescience Point’s objectives, in our opinion, will jeopardize the value of your investment. MiMedx implemented significant change at the Board and management level to ensure we have the right leadership and expertise to grow our business and deliver value in today’s market.
OUR ACCOMPLISHMENTS IN 2020 HAVE CREATED A STRONG FOUNDATION FOR MEANINGFUL GROWTH IN 2021 AND BEYOND
We believe the investments we are making in people, resources, and strategic initiatives will position us to accelerate and commercialize our late-stage pipeline and achieve our stated top-line growth objectives in our core business. Our focus is unwavering. We will continue to execute on our current strategy and look forward to continuing to engage constructively with shareholders to achieve our mutual goal of creating long-term shareholder value.
YOUR VOTE IS IMPORTANT! VOTE THE WHITE PROXY CARD TODAY TO PROTECT YOUR INVESTMENT
Vote the Enclosed WHITE Proxy Card Today “FOR ALL” Four of MiMedx’s Highly Qualified Director Nominees
Your Board and management team are focused on rebuilding the core business and accelerating the pipeline, and we firmly believe we have the right directors in place to do just that. By supporting the current MiMedx leadership and ongoing transformation strategy, you are making the decision to protect your investment.
We urge you to use the enclosed WHITE proxy card to vote today “FOR” ALL four of MiMedx’s nominees listed on the WHITE proxy card: Dr. Kathleen Behrens, Mr. Todd Newton, Mr. Timothy Wright, and Dr. Phyllis Gardner. Simply follow the easy instructions on the enclosed proxy card to vote by telephone, by Internet or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. Please disregard any GOLD proxy card you get from Prescience Point.
On behalf of your Board and the management team, thank you for your continued support.
Sincerely,The MiMedx Board of Directors
Important Cautionary Statement
This communication contains forward-looking statements, including, among other things, statements regarding: (i) our strategic focus, as illustrated by our current business priorities and our ability to implement these priorities; (ii) our expectations regarding the sufficiency of our liquidity and existing capital resources to implement our current business priorities; (iii) the advantages of our products and development of new products; (iv) our expectation regarding the size of the potential market and any growth in such market; (v) the likelihood, timing, and scope of possible regulatory approval and commercial launch of our late-stage product candidates and new indications for our products; (vi) the status, timing, and expected results of the Company’s clinical trials and planned regulatory submissions, and our expectations regarding our ability to potentially accelerate the timing of any trial or regulatory submission; (vii) the Company’s plans to review and analyze the results of its plantar fasciitis, Achilles tendonitis, and knee osteoarthritis clinical trials; (viii) the effectiveness of amniotic tissue as a therapy for any particular indication or condition; (ix) estimates of potential addressable markets for our potential future products; and (x) our expectations regarding the effects of the proxy contest launched by Prescience Point. Additional forward-looking statements may be identified by words such as “believe,” “expect,” “may,” “plan,” “goal,” “outlook,” “potential,” “will,” “preliminary,” and similar expressions, and are based on management’s current beliefs and expectations.
Forward-looking statements are subject to risks and uncertainties, and the Company cautions investors against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ from expectations include: (i) notwithstanding the FDA’s statement on April 21, 2021, there remain a number of uncertainties regarding the application of the FDA’s regulations to the Company’s products and practices, and the Company may adjust its plans to comply with FDA’s requirements; (ii) there can be no assurance that the FDA will further extend enforcement discretion to cover products that have a regulatory approval pending, nor can there be any assurance that the Company will even be able to engage with the FDA on the subject; (iii) the Company’s estimate of the impact of enforcement discretion assumes that the Company is able to sell its products through May 31, 2021, and that the Company may continue to sell its cord products thereafter; (iv) the status, timing, and expected results of the Company’s clinical trials and planned regulatory submissions, and our expectations regarding our ability to potentially accelerate the timing of any trial or regulatory submission depend on a number of factors including favorable trial results, patient access, and our ability to manufacture in accordance with CGMP and appropriate chemistry and manufacturing controls; (v) the Company may change its plans due to unforeseen circumstances, and delay or alter the timeline for future trials, analyses, or public announcements; (vi) generally any meeting with the FDA depends on successful clinical trial results and the availability of such a meeting and its timing is outside of the Company’s control; (vii) the results of a clinical trial or trials may have little or no statistical value, or may fail to demonstrate that the product is safe or effective; (viii) our estimates of potential addressable markets for our potential future products are merely estimates and will depend on market acceptance of our potential, future products; and (ix) we depend on our senior leadership team and may not be able to retain or replace these employees or recruit additional qualified personnel. The Company describes additional risks and uncertainties in the Risk Factors section of its most recent annual report and quarterly reports filed with the SEC. Any forward-looking statements speak only as of the date of this communication and the Company assumes no obligation to update any forward-looking statement.
Important Information
The Company, its directors, director nominees and certain of its executive officers are participants in the solicitation of proxies from shareholders in respect of the Annual Meeting. The Company has filed a definitive proxy statement and associated WHITE proxy card in connection with the solicitation of proxies for the Annual Meeting with the SEC. Details concerning the nominees of the Company’s board of directors for election at the Annual Meeting are set forth in the definitive proxy statement. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the identity of the Company’s participants and their respective interests in the matters to be voted on at the Annual Meeting, by security holdings or otherwise, are set forth in the definitive proxy statement and other documents filed with the SEC in connection with the Annual Meeting. Investors and shareholders can obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from the SEC’s website at . The Company’s shareholders can also obtain, without charge, a copy of the definitive proxy statement and other relevant filed documents from the “SEC Filings” section of the Company’s website at .
About MIMEDXMIMEDX is an industry leader in utilizing amniotic tissue as a platform for regenerative medicine, developing and distributing placental tissue allografts with patent-protected, proprietary processes for multiple sectors of healthcare. As a pioneer in placental biologics, we have both a core business, focused on addressing the needs of patients with acute and chronic non-healing wounds, and a promising late-stage pipeline targeted at decreasing pain and improving function for patients with degenerative musculoskeletal conditions. We derive our products from human placental tissues and process these tissues using our proprietary methods, including the PURION® process. We employ Current Good Tissue Practices, Current Good Manufacturing Practices, and terminal sterilization to produce our allografts. MIMEDX has supplied over two million allografts, through both direct and consignment shipments. For additional information, please visit .
Contacts:
Investors:Jack HowarthInvestor Relations404-360-5681jhowarth@mimedx.com
Media:Hilary DixonCorporate Communications770-651-9307hdixon@mimedx.com
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