Enzon Faces Shareholder Pressure
Enzon
Pharmaceuticals (NDAQ: ENZN) may face another board shake-up after an activist
investor requested that its nominees be added to the board of directors. DellaCamera
Capital, which owns a 7.6% stake in the firm, and suggested that its nominees would
“breathe new life into a board that has been unable to reverse the decline in shareholder
value” in a
Schedule
13D/A filing with the SEC.
Here’s a copy of the letter to the board:
Your failure to date to contact the two board candidates that we have
nominated is another missed opportunity to avail yourself of reasonably available
information and ideas.
We are nonetheless encouraged by Enzon Pharmaceutical, Inc.’s (the “Company” or “Enzon”)
January 28 announcement that the Board of Directors (the “Board”) has nominated Dr.
Alexander J. Denner and Professor Richard C. Mulligan for election at the 2009 Annual
Meeting of Stockholders, despite being concerned about the apparently tentative nature
of the Board’s commitment to their nomination. Both of these individuals have impressive
backgrounds and a history of taking steps that have led to an increase in shareholder
value, as is evidenced by their participation on the board of directors of ImClone
Systems Incorporated (“ImClone”).
If these proposed nominees are the leaders that the Board honestly believes can breathe
new life into a Board that has been unable to reverse the decline in shareholder value
brought on by Enzon’s failed management team, why delay their participation? We call
upon you to immediately expand the Board and add these gentlemen so that they can
begin to help the Board improve the Company’s operating and stock price performance.
Given the desperate need for management oversight and the persistent discount at which
we believe Enzon’s stock trades, we see no reason why the Board does not want to avail
itself of new and independent voices as soon as possible. No shareholder should be
satisfied until it has comfort that the Company has formally added new and independent
Board members.
Frankly, we feel that the time has come for the Board to hear from a new set of financial
advisors. In our opinion, the Company’s long-time financial advisors at Goldman Sachs,
along with Jeff Buchalter, his management team, and the Board, all have to take responsibility
for the following failed courses of action: (1) issuing the incredibly-dilutive 4%
Convertible Senior Notes due 2013 (the “Notes”); (2) advocating the ill-conceived
Evivrus spin-off plan; (3) bungling the sale of the Company’s special pharmaceutical
division; and (4) devising the Company’s $100 million Dutch tender for Notes in a
manner that was an abject failure, leading to less than $3 million of face value in
Notes being tendered, all while refusing to advocate the financially prudent course
of action of repurchasing common shares. A new financial advisor could supply a much
needed fresh perspective.
If the Board wants the market to believe that it is serious about change, then the
Company also should commit to hold its 2009 Annual Meeting of Stockholders in New
York City upon a publicly announced, and reasonably early, date. This meeting would
serve as an ideal forum to hear from these new Board members so that the shareholders
can determine for themselves the Company’s commitment to new and independent voices
at the Board level. Considering that Enzon is based in New Jersey and a large number
of Enzon shareholders are based in either New York or Connecticut, it would seem that
New York City is by far the most geographically convenient meeting location. We believe
any attempt by Enzon to hold its 2009 Annual Meeting of Stockholder in Indianapolis
(which is where the Company has dubiously chosen to hold its last three annual meetings)
would be viewed by shareholders as a thinly veiled maneuver to avoid healthy debate.
As we have consistently indicated, we are intent on seeing value delivered to the
shareholders of Enzon.
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