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Alcobra Mails Proxy Materials for Extraordinary General Meeting of ShareholdersThe Board Will Defend Shareholders from Opportunistic Takeover of the Company Believes Brosh Capital's Request Does Not Comply With Alcobra's Articles of Association TEL AVIV, Israel, April 24, 2017 (GLOBE NEWSWIRE) -- Alcobra Ltd. (Nasdaq:ADHD), an emerging pharmaceutical company focused on the development of new medications to treat CNS and cognitive disorders, today mailed proxy materials for the Extraordinary General Meeting of Shareholders, called by Brosh Capital L.P. and certain of its affiliates ("the Brosh Group"), to describe the Board’s opposition to the Brosh Group’s calling of the meeting and to provide shareholders with the ability to vote on the Company’s proxy card to defend Alcobra against an opportunistic takeover by a new investor with no track record of managing pharmaceutical companies. As previously announced, Alcobra believes that the Brosh Group’s proposals violate the organizational documents of the Company and applicable law, and therefore Alcobra respectfully rejected the Brosh Group’s request to convene an extraordinary general meeting of shareholders. Alcobra believes the Extraordinary Meeting of Shareholders should not be held in light of applicable law, but is nevertheless committed to defending shareholders against an opportunistic takeover should the meeting be deemed legally valid. The Extraordinary General Meeting is of particular importance to all Alcobra shareholders because the Brosh Group’s proposals aim to remove the Company’s entire Board of Directors – the members of which were elected by shareholders at the Company’s 2016 annual general meeting – and to fill the resulting Director vacancies with five individuals hand-picked and recommended solely by the Brosh Group. In short, the proposals are an effort by the Brosh Group to take control of Alcobra while offering no premium to every other shareholder. The Board strongly believes that the Brosh Group’s proposals are not in the best interests of shareholders. Since Alcobra’s Directors are elected annually, subject to applicable law, shareholders who wish to propose replacement nominees and remove some or all of the current directors will have the ability to do so at this ear’s annual general meeting of shareholders, which will be held on or prior to October 19, 2017. Accordingly, Alcobra urges shareholders to reject the Brosh Group’s efforts to take control of the Board of Directors. The Board unanimously recommends that shareholders vote AGAINST Proposals 1, 2, 3 and 4 by utilizing the Company’s GOLD proxy card and reject any proxy cards sent to them by the Brosh Group. If shareholders have any questions or need any assistance in voting shares by proxy, please contact Alcobra’s proxy solicitor, Morrow Sodali, at (800) 662-5200. Brokers may dial (203) 658-9400. Alcobra is represented by Vinson & Elkins LLP, Gornitzky & Co. and ZAG-S&W LLP. About Alcobra Important Additional Information Forward Looking Statements Investor Contacts Alcobra Investor Relations Debbie Kaye US: 212-390-8964, Intl: +972-3-7299871 [email protected] Media Contacts Gagnier Communications Dan Gagnier/Patrick Reynolds 646-569-5897 [email protected] |