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 Bioniche.
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 Shareholders' initiative.
| 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
| Greg Gubitz
| 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 Plastech Inc.
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
| Serge Gouin
| 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 Business.
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
| Hugo Wahnish
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 world.
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 Argentina.
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 Accountant.
Bioniche Securities Held(1): Nil
|(1)||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