Anson Funds and Cable Car Capital Issue Statement Regarding the Inferior Proposed Transaction between MEI Pharma and Infinity Pharmaceuticals
Emphasizes the Board’s Failure to Adequately Consider the Superior Acquisition Proposal Presented by Anson Funds and Cable Car Capital
Believes the Misguided Transaction with Infinity Pharmaceuticals Will Continue to Destroy Stockholder Value
Have Voted Against the Proposed Combination ahead of the Upcoming Special Meeting Scheduled for July 14, 2023
TORONTO and SAN FRANCISCO, June 27, 2023 (GLOBE NEWSWIRE) -- Anson Funds (“Anson”) and Cable Car Capital LLC (“Cable Car” and, together with Anson, “we” or “us”), collectively the beneficial owners of approximately 14.8% of the outstanding common stock of MEI Pharma, Inc. (the “Company” or “MEIP”; NasdaqCM: MEIP), today issued the following statement regarding the proposed combination of MEIP and Infinity Pharmaceuticals, Inc. (“Infinity”):
“The Board has forsaken its duty to act in the best interests of stockholders through its misguided focus on the proposed merger with Infinity in the face of vocal opposition from stockholders and a subsequent all-cash acquisition proposal. Additionally, we believe the Board’s determination that our proposed acquisition could not be ‘reasonably expected’ to lead to a superior proposal to the proposed transaction with Infinity is demonstrably incorrect.
The Board’s recent steps suggest a desire to continue down a self-serving path of value destruction.
In particular, we note the decision to adopt new employment agreements, including a provision that compensates CEO David Urso if ‘rights to the Infinity compound eganelisib are acquired by MEI in 2023 or 2024 in a transaction that is not the Merger.’ This appears to be a blatant attempt to circumvent a potential adverse outcome with respect to the merger vote at the upcoming Special Meeting. We hereby place the Company on notice that if stockholders reject the merger, any subsequent in-licensing or similar transaction would contravene the will of the stockholders and amount to what we believe would be a clear-cut breach of the Board’s duty of care.
We intend to take all steps necessary to hold the Board accountable for its actions.
Nevertheless, we reiterate our willingness to engage on the terms of our previously communicated proposal to acquire all shares of MEIP not owned by us for not less than $8.00 per share, plus a contingent value right representing the right to receive 80% of the net proceeds from any license or disposition of the Company’s clinical assets. The Acquisition Proposal expires on July 13, 2023 and shall be considered withdrawn, within the meaning of the Infinity merger agreement, if not accepted prior to the stockholders meeting.
As we indicated we would, Anson and Cable Car have voted against the proposed combination because we believe it undervalues the Company and will only lead to further value destruction.”
About Anson
Anson Funds is a privately held alternative asset manager with $1.6B in assets. The firm was founded in 2007 with offices in Toronto and Dallas.
About Cable Car
Cable Car Capital LLC is a registered investment adviser based in San Francisco and the general partner of Funicular Funds, LP, an investment partnership.
Media and Investor Contacts
Anson Funds
Taheer Datoo
Portfolio Manager
(416) 447-8874
tdatoo@ansonfunds.com
Cable Car Capital LLC
Steve Zelinger
General Counsel
(650) 438-3434
steve@cablecarcapital.com
