TORONTO, May 14, 2013 /CNW/ - Today the group of concerned shareholders
of Bioniche Life Sciences Inc. ("Bioniche") led by William (Bill) M.
Wells, former Chief Executive Officer of Biovail Corporation, and Greg
Gubitz, former General Counsel and Senior Vice President of Corporate
Development at Biovail Corporation, announced the filing of a second
requisition calling for a special meeting of the shareholders of
The purpose of the requisitioned meeting is to remove from office all of
the current directors of Bioniche and to fill the vacancies created by
electing as directors the six highly qualified nominees listed below
and one additional nominee of similar qualification to be named by Mr.
Wells as soon as practicable and sufficiently in advance of the meeting
to enable shareholders to form a reasoned judgment concerning the
election of such nominee. The six highly qualified and experienced
nominees to replace the Bioniche board are: Mr. Wells, Mr. Gubitz, Mr.
J. Spencer Lanthier, Mr. Serge Gouin, Dr. Rochelle K. Seide and Mr.
Hugo Wahnish. Biographies of these nominees can be found in the
Appendix to this press release.
Mr. Wells previously submitted a requisition to the Bioniche board dated
April 25, 2013 for the purpose of requiring the board to call a special
meeting of shareholders to replace the board. Such requisition was made
pursuant to and in full compliance with the requirements of the Canada Business Corporations Act. The requisition was improperly rejected by the board and Mr. Wells has
reserved all rights with respect to such requisition.
The Bioniche board has resorted to unacceptable stalling tactics in
rejecting Mr. Wells' initial requisition. The rejection of Mr. Wells'
requisition is consistent with the Bioniche board's continued
entrenchment of themselves and utter disregard for the company's
shareholders, the owners of the company.
In response to the Bioniche board's obstructionist tactics, Mr. Wells
has filed this second requisition. The two spurious reasons stated by
the Bioniche board for rejecting Mr. Wells' initial meeting requisition
have been fully addressed in the revised requisition: (i) the Bioniche
shares which Mr. Wells owned all along are now registered in his name;
and (ii) Mr. Wells' proposed slate of nominees to serve as directors
has been provided.
The Bioniche board has a statutory and fiduciary obligation to call a
special meeting without further delay to be held as soon as possible to
permit the shareholders to have their say. There should be no more
excuses, particularly in view of the company's rapidly deteriorating
financial position. Anything less would constitute overwhelming
evidence of a board acting solely in its own self-interest and contrary
to its fiduciary duties to the company and its shareholders.
The company is hemorrhaging and rapidly running out of resources.
Further delay is extremely prejudicial to shareholder value and places
the Corporation in a precarious and risky position from a financial and
business perspective. The Board's artificial attempt to circumvent Mr.
Wells' requisition by calling a shareholders' meeting for November 5,
2013 is nothing more than a sham that seeks to circumvent shareholder
rights. The Concerned Shareholders, and the company's shareholders,
cannot and will not wait until November 5th. The current board has had years to turn the situation around and has
completely failed to do so. It is time to let the shareholders have
their say - before it is too late.
It is time for new direction and new leadership. The board nominees
proposed by Mr. Wells provide an excellent combination of life sciences
expertise, public company corporate governance experience and, most of
all, demonstrated success. They have proven they can deliver
significant value to shareholders in their past endeavors, as most of
these nominees worked together turning around Biovail Corporation to
deliver superior results as a highly effective team.
The Concerned Shareholders demand that the Bioniche board comply with
their statutory obligations and immediately call a special meeting of
shareholders in response to Mr. Wells' requisitions. Following the
Bioniche board promptly calling a special meeting of shareholders, the
Concerned Shareholders look forward to providing more information to
Bioniche shareholders about their plans for the company and how
Bioniche shareholders can provide support for the Concerned
William (Bill) M. Wells
St. James, Barbados
Mr. Wells served as Chief Executive Officer of Biovail Corporation ("Biovail") from May 2008 to September 2010. As Chief Executive Officer of
Biovail, he led the turnaround of Canada's largest public
pharmaceutical company and its subsequent merger of equals with Valeant
Pharmaceuticals International, Inc. ("Valeant") in 2010 to create one of the world's leading specialty pharmaceutical
companies. This transaction was recognized by Canadian Dealmakers in
2010 with the Canadian Healthcare Deal of the Year award. The
development and execution of the turnaround strategy at Biovail under
Mr. Wells' leadership increased enterprise value from $2 billion to $10
billion and led to Biovail shareholder returns of 276% in 30 months.
Mr. Wells was previously Chief Financial Officer of Loblaw Companies
Limited, Canada's largest supermarket chain, and Bunge Limited ("Bunge"), one of the world's leading commodity and food companies. Mr. Wells
led Bunge's initial public offering after 173 years as a private
company and its subsequent acquisition of Cereol S.A., which made Bunge
a global leader in its industry. Mr. Wells is currently the founder and
Chairman of Evizone Limited ("Evizone"), a pioneer in leading-edge technology for secure communications over
the Internet. In 2006, he was recognized by Institutional Investor as one of the top chief financial officers in the United States.
Mr. Wells has extensive experience serving on both public and private
company boards. Mr. Wells currently serves on the boards of EnerCare
Inc., Acadia Pharmaceuticals Inc., Evizone, Myriant Corporation and
Medgenesis Therapeutix Inc. and is a trustee and member of the finance
committee of the Lakefield College School Foundation. Mr. Wells
previously served on the boards of Biovail, Uruguay International VC
Fund, Supplier Manager's Acceptance Corporation and Standard and Poor's
Issuers Advisory Council.
Mr. Wells received a bachelor's degree in philosophy/english from the
University of Western Ontario (1981) and a master's degree in
international business from the University of South Carolina (1983).
Bioniche Securities Held(1): 6,000,000 common shares
Since 2010, Mr. Gubitz has been an independent advisor to companies,
private equity firms and senior executives in the pharmaceutical and
health care sector. Mr. Gubitz served at Biovail from 2006-2010 in
various senior capacities, most recently as Senior Vice President,
Corporate Development and General Counsel. At Biovail, Mr. Gubitz was
responsible for mergers and acquisitions, product acquisitions and for
worldwide legal operations, culminating in the highly successful merger
with Valeant in 2010. From 1996-2006, Mr. Gubitz was employed at MDS
Capital Corp., Canada's largest life science-focused venture capital
firm with $1 billion under management, where he held various senior
executive positions including Chief Operating Officer. Prior to MDS
Capital, Mr. Gubitz was a partner at one of Canada's leading
international law firms, where he represented numerous companies in a
variety of public and private financings, mergers and acquisitions and
other business transactions.
Mr. Gubitz currently serves on the boards of biOasis Technologies,
Exciton Technologies Inc. and Big Life Foundation Canada. Mr. Gubitz
previously served on the boards of Drug Royalty Corp. and Imperial
Mr. Gubitz attended McGill University where he received a bachelor of
arts degree (1979) and a bachelor of laws degree (1982). Mr. Gubitz was
called to the Ontario Bar in 1984.
Bioniche Securities Held(1): 632,555 common shares
J. Spencer Lanthier
Mr. Lanthier, CM, FCA, LL.D, is a chartered accountant and has been a
professional corporate director since 2000. Mr. Lanthier retired as a
partner at KPMG Canada in 1999. From 1993-1999 he was Chairman and
Chief Executive of KPMG Canada and a member of the KPMG International
Executive Committee. Mr. Lanthier was appointed as a Member of the
Order of Canada in 1999. He received an Honorary Doctor of Laws Degree
from the University of Toronto in 2002.
Mr. Lanthier currently serves as the Chairman of the Board of Ellis-Don
Inc. Mr. Lanthier has served on numerous boards including The Bank of
Canada, Biovail, Gerdau Ameristeel Inc., TMX Group Inc., Zarlink
Semiconductor Inc., Canada Life Insurance Co., Visible Genetics Inc.,
Intertape Polymer Inc., Ventra Group, Torstar Corporation, Bruce Power
LP and RONA Inc.
Bioniche Securities Held(1): Nil
From 2005-2013 Mr. Gouin was the Chairman of Quebecor Media Inc., a
communications and media-cable and entertainment company, and from
2011-2013 he was the Chairman of TVA Group, Inc. (a subsidiary of
Quebecor Media Inc.). From 2004-2005, Mr. Gouin served as the president
and chief executive officer of Quebecor Media Inc. He is also the
former Advisory Director of Citigroup Global Markets Canada Inc.
(1998-2003) and President and Chief Operating Officer of Le Groupe
Vidéotron Ltée. (2001-2006).
Mr. Gouin currently serves as a member on the boards of Onex
Corporation, The Gates Corporation and Anges Québec Capital. Mr. Gouin
also previously served on the boards of, among others, Biovail, Astral
Media Inc., Cossette Communications Inc. and Savin Corporation. He also
serves on the Advisory Committee of the Richard Ivey School of
Mr. Gouin graduated from the University of Western Ontario (master of
business administration in 1966) and bachelor of arts (honours business
administration in 1965) and from the University of Montreal (bachelor
of arts in 1963).
Bioniche Securities Held(1): Nil
Dr. Rochelle K. Seide
Dr. Rochelle Seide, Ph.D., J.D., is a highly experienced senior life
sciences and intellectual property attorney. Dr. Seide is currently a
member of the Development and Advisory Board (Business Affairs and
Intellectual Property) of Larasan Pharmaceutical Corporation (since
2013) and a life sciences and intellectual property consultant (since
2011). In 2012, Dr. Seide was Vice President, Intellectual Property and
Business Affairs of Sancilio & Company, Inc. From 2009-2011, Dr. Seide
served as the Vice President, Intellectual Property, of Biovail
Laboratories International SRL and, following the merger of equals
between Biovail and Valeant, Valeant International (Barbados) SRL. As
head of Biovail's Intellectual Property Group, Dr. Seide's activities
included responsibility for exploiting, leveraging and defending
Biovail's significant patent portfolio. Dr. Seide has over 25 years of
experience as a patent attorney, with the majority of it focused in the
life sciences industry, including (i) as Senior Counsel at Schwegman,
Lundberg & Woessner, (ii) as Partner in the New York office of Arent
Fox, LLP, where she practiced in the Intellectual Property and Life
Sciences groups, and (iii) as Partner and co-head of the Biotechnology
Practice of Baker Botts, LLP.
Dr. Seide currently serves on the board of directors of Evizone
(Barbados) Ltd. and the University of Akron School of Law Advancement
Leadership Council. She also serves on the Advisory Editorial Board of
Bloomberg BNA's Life Sciences Law & Industry Report. Dr. Seide was previously a member of the board of the National
Inventors Hall of Fame.
Dr. Seide received her B.S. in Bacteriology and Botany from Syracuse
University (1968), her M.S. in Biology/Immunology from Long Island
University (1974) and her Ph.D. in Human Genetics from Mt. Sinai School
of Medicine of the City University of New York (1977). Dr. Seide was an
instructor and assistant professor of Medical Genetics and Microbiology
at the Northeastern Ohio Universities College of Medicine from 1977 to
1985. During that time, she attended The University of Akron School of
Law and received her Juris Doctor degree in 1984.
Bioniche Securities Held(1): Nil
New Jersey, USA
Mr. Wahnish served as Chief Commercial Officer at Merck Animal Health
until the end of 2012. He joined Merck (formerly Schering-Plough) in
1994 and held numerous executive positions including in the business
development, strategic marketing and finance functions. He was the Vice
President of Europe, Asia-Pacific and Latin America and the Senior Vice
President of Worldwide Operations. Through aggressive internal
strategies and several mergers and acquisitions Mr. Wahnish led the
Company to become the second biggest animal health division in the
Mr. Wahnish previously worked at Glaxo-SmithKline in the pharmaceutical
arena, as well as in animal health. His last role in 1994 was Vice
President, Animal Health. Prior to that, he led the Latin America
Region, was General Manager of Brazil and Global Operations Director in
Mr. Wahnish has more than 30 years of experience in the pharmaceutical
and animal health industries with an excellent track record of
delivering outstanding results.
Mr. Wahnish attended the University of Buenos Aires and received a
Master in Business Administration. He is also a Certified Public
Bioniche Securities Held(1): Nil
Represents the number of Bioniche common shares beneficially owned, or
controlled or directed, directly or indirectly, by the nominee.
SOURCE: William (Bill) M. Wells and Greg Gubitz
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