Believes Board Change is Urgently Needed: Under the Current Board and Management, MediPharm Stock Price is Down More Than 99%, Costing Shareholders Nearly $1 Billion
MediPharm's Board Cannot be Trusted to Create Shareholder Value or Oversee Management! Company Leadership Lacks Any Credible Strategic Plan and Has Made Numerous Reckless Acquisitions While Rewarding Themselves with Excessive Compensation for Repeated Failures
Apollo's Nominees Bring Significant Turnaround, M&A, and Operational Experience in Cannabis and Adjacent Industries, and Will Execute Plan to Restore Value for ALL MediPharm Shareholders
Urges MediPharm Shareholders to Vote for Wholesale Change at Annual Meeting
Sends Letter to MediPharm Shareholders and Files Proxy Circular
TORONTO, ON, May 8, 2025 /CNW/ -- Apollo Technology Capital Corporation ("Apollo"), which together with its affiliates and associates collectively is one of the largest shareholders of MediPharm Labs Corp. (TSX: LABS) (OTCQB: MEDIF) (FSE: MLZ) ("MediPharm", "MediPharm Labs", or the "Company"), owning approximately 3.0% of the Company's common stock, today filed a dissident information proxy circular (the "Circular") in connection with its intention to nominate six highly qualified director candidates to MediPharm's Board of Directors (the "Board") at the Company's upcoming 2025 Annual and Special Meeting of Shareholders to be held on June 10, 2025 (the "Annual Meeting").
In connection with the Circular and nominations, Apollo sent a letter to its fellow shareholders urging them to hold MediPharm's Board accountable for overseeing years of underperformance, failed operational strategies, outrageous compensation packages, and a lack of transparency, among many other failures. The letter also introduces Apollo's six highly qualified director nominees – John Fowler, Alan D. Lewis, David Lontini, Demetrios Mallios, Regan McGee, and Scott Walters – who bring extensive experience successfully transforming businesses, relevant cannabis industry expertise, and proper governance knowledge that will be critical to restoring years of value destruction at MediPharm.
The full text of the letter is below.
May 8, 2025
Dear Fellow, Long-Suffering MediPharm Shareholders,
As one of the largest shareholders in MediPharm Labs Corp. ("MediPharm"), Apollo Technology Capital Corporation, together with its affiliates and associates (collectively "Apollo"), owns approximately 3.0% of the Company's common stock and believes in its tremendous potential. Unfortunately, MediPharm's current Board of Directors has consistently failed to capitalize on this potential and instead has presided over many years of severe underperformance that has catastrophically impaired the business. We have made considerable effort to engage constructively to reverse the Company's sagging fortunes; however, the Board has instead chosen to squander shareholders' money to entrench itself and fight shareholders to maintain the status quo, further eroding shareholder value.
Accordingly, we can no longer stand idly by and watch this do-nothing Board and management team drive this once-great company further into the abyss. We have nominated six outstanding, proven business leaders for election to the MediPharm Board to replace incumbent directors who have sought to loot the Company's valuable assets for no other purpose than to seemingly line their own pockets. We are asking for your support to elect our nominees – John Fowler, Alan D. Lewis, David Lontini, Demetrios Mallios, Regan McGee, and Scott Walters – who have the experience, expertise, energy, and commitment to set MediPharm on a pathway to long-term success.
MediPharm Board's Incompetence Leads to Massive Stock Collapse
The facts are indisputable: MediPharm's stock price has decreased by more than 99% – from CAD $7.39 per share to CAD $0.06 per share – between May 14, 2019, and December 31, 2024, costing shareholders nearly $1 billion in market capitalization. The chart shown in Figure 1 demonstrates MediPharm's underperformance relative to the S&P/TSX Composite Index.
During this epic share price decline, MediPharm's Board – led by Chairman Chris Taves – failed to articulate or execute any credible strategy to drive value. In particular, the Company has been burning through cash by making ill-advised dilutive investments that have led to over $54 million in operating losses over the last three years.
Despite this abysmal performance, the management team has continued to be rewarded excessively. In particular, David Pidduck, MediPharm's CEO and a Board director, has taken millions of dollars in cash and stock out of the company in recent years. Shockingly, Pidduck has become MediPharm's largest shareholder by being incentivized to dilute all shareholders. His stock grants are based on dollars and, therefore, the lower the share price falls, the more shares he is issued.
MEDIPHARM SHAREHOLDERS CANNOT AFFORD CONTINUED MISMANAGEMENT AND FAILED BOARD LEADERSHIP
Our highly qualified directors bring significant turnaround, M&A, and operational experience in cannabis and adjacent industries, which they will utilize – together with fresh perspective – to execute a plan to restore the value of MediPharm. Our nominees include:
You deserve a Board focused on performance, transparency and driving value for all shareholders.
In the weeks ahead, we look forward to discussing our plans for restoring the value of MediPharm. We encourage you to carefully review our communications and to support our nominees for election to the Board.
Once MediPharm has issued its management information circular and other proxy materials, we will issue an update with information on how to vote with a voting instruction form.
Thank you for your support.
Respectfully,
Regan McGee
Chief Executive Officer
Apollo Technology Capital Corporation
Contacts
For Shareholders:
Carson Proxy
North American Toll-Free Phone: 1-800-530-5189
Local or Text Message: 416-751-2066 (collect calls accepted)
E: [email protected]
For Media:
Nathaniel Garnick/Mark Semer/Grace Cartwright
Gasthalter & Co.
+1 (212) 257-4170
[email protected]
Legal Disclosures
Information in Support of Public Broadcast Exemption under Canadian Law
The information contained in this press release does not and is not intended to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favour of Apollo's director nominees or in respect of any other matter to be acted upon at the Annual Meeting. In connection with the Annual Meeting, Apollo has filed a dissident information circular in compliance with applicable corporate and securities laws. Apollo has provided in, or incorporated by reference into, this press release the disclosure required under section 9.2(4) of NI 51-102 – Continuous Disclosure Obligations ("NI 51-102") and the corresponding exemption under the Business Corporations Act (Ontario), and has filed the preliminary Circular, available under MediPharm's profile on SEDAR+ at www.sedarplus.ca. The Circular contains disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of Apollo's director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Circular is hereby incorporated by reference into this press release and is available under MediPharm's profile on SEDAR+ at www.sedarplus.ca. The registered office of the Company is 151 John Street, Barrie, Ontario, Canada L4N 2L1.
SHAREHOLDERS OF MEDIPHARM ARE URGED TO READ THE CIRCULAR CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and shareholders are able to obtain free copies of the Circular and any amendments or supplements thereto and further proxy circulars at no charge under MediPharm's profile on SEDAR+ at www.sedarplus.ca. In addition, shareholders are also be able to obtain free copies of the Circular and other relevant documents by contacting Apollo's proxy solicitor, Carson Proxy Advisors Ltd. ("Carson Proxy") at 1-800-530-5189, local (collect outside North America): 416-751-2066 or by email at [email protected].
None of Apollo, any other "dissidents" within the meaning of the Ont. Reg. 62 of the Business Corporations Act (Ontario), or any partner, officer, director and control person of such "dissident", is requesting that Company shareholders submit a proxy at this time as the Company has yet to issue formal notice of the Annual Meeting and its management information circular. Once formal solicitation of proxies in connection with the Annual Meeting has commenced, proxies may be revoked in accordance with subsection 110(4) of the Business Corporations Act (Ontario) by a registered shareholder of Company shares: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the accompanying form of proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing; (c) by transmitting by telephonic or electronic means a revocation that is signed by electronic signature in accordance with applicable law, as the case may be: (i) at the registered office of the Company at any time up to and including the last business day preceding the day the Annual Meeting or any adjournment or postponement of the Annual Meeting is to be held, or (ii) with the chair of the Annual Meeting on the day of the Annual Meeting or any adjournment or postponement of the Annual Meeting; or (d) in any other manner permitted by law. In addition, proxies may be revoked by a non-registered holder of Company shares at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Annual Meeting.
The costs incurred in the preparation and mailing of any circular or proxy solicitation by Apollo and any other participants named herein will be borne directly and indirectly by Apollo. However, to the extent permitted under applicable law, Apollo intends to seek reimbursement from the Company of all expenses incurred in connection with the solicitation of proxies for the election of its director nominees at the Annual Meeting.
This press release and any solicitation made by Apollo is, or will be, as applicable, made by such parties, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Apollo who will not be specifically remunerated therefor. In addition, Apollo may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf.
Apollo has entered into an agreement with Carson Proxy Advisors ("Carson Proxy") for solicitation and advisory services in connection with the solicitation of proxies for the Meeting, for which Carson Proxy will receive a fee not to exceed $250,000, together with reimbursement for reasonable and out-of-pocket expenses. Apollo has also engaged Gasthalter & Co. LP ("G&Co") to act as communications consultant to provide Apollo with certain communications, public relations and related services, for which G&Co will receive a minimum fee of US$75,000 in addition to a performance fee of US$250,000 in the event that Apollo's nominees make up a majority of the Board following the Annual Meeting, plus excess fees, related costs and expenses.
No member of Apollo nor any of their associates or affiliates has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company's last completed financial year or in any proposed transaction that has materially affected or will or would materially affect the Company or any of the Company's affiliates. No member of Apollo nor any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Annual Meeting, other than the election of directors.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward‐looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward‐looking statements. These statements are based on current expectations of Apollo and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements contained herein are made only as of the date hereof and Apollo disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which Apollo hereafter becomes aware, except as required by applicable law.
SOURCE Apollo Technology Capital Corporation
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