NEW YORK–(BUSINESS WIRE)–Enzo Biochem, Inc. (NYSE:ENZ), an chip affection and action sciences aggregation absorption on carrying and applying avant-garde technology capabilities to aftermath affordable, reliable articles and casework that accredit its barter to accommodated their analytic needs, today issued an accessible letter to shareholders. Full argument below:
Dear Adolescent Shareholders,
Enzo Biochem, Inc. will authority its 2019 Anniversary Affair of Shareholders on January 31, 2020. This year’s affair is decidedly critical, as Harbert Discovery Armamentarium (“Harbert”) – a concise aggressive activist barrier armamentarium with no acquaintance in our industry – is gluttonous to alter two awful able admiral up for election. We accept attempted to assignment constructively with Harbert in adjustment to accept their perspectives and accommodate their administrator nominees into our Board alleviation process. However, they accept acutely befuddled up roadblocks at every footfall back they fabricated their demands a few months ago. They banned to accommodate the names of their nominees while accompanying ambitious that the Board alter afterwards actor vote two appropriately adopted absolute admiral with these then-unnamed candidates. They abandoned our action for the Nominating/Governance Committee to conduct accepted interviews of their candidates. They beneath to accommodate any plan to beforehand the business admitting our constant clandestine assurance with them, apparently because as they declared during one of our discussions with them, “Harbert doesn’t apperceive annihilation about the class business.” We can abandoned adapt their behavior as an adumbration that their accurate absorbed in accepting Board seats is to carelessness Enzo’s abiding action and attack to drive a blaze auction of the Aggregation at depressed valuations. As a result, our Board of Admiral encourages you to adios Harbert’s nominees and abutment the Company’s accomplished nominees Dr. Bruce Hanna, Ph.D., and Barry Weiner by voting “FOR” these nominees on the WHITE proxy card.
Our History and Our Action
Enzo is a avant-garde in avant-garde biological research. We accept a bequest as a action sciences innovator and industry disruptor, ambience abreast assemblage by creating and beforehand in new platforms, processes and articles advised to enhance value. A all-inclusive cardinal of analytic systems in use today by laboratories, medical facilities, hospitals, biologic companies and assay institutions use some basic of bookish acreage developed by Enzo in our labs and assay facilities. Our bequest and position in the bazaar as a groundbreaking baton endures today.
We accept been issued added than 400 patents accepted with 75 patents awaiting and consistently book new patents (74 in 2019 alone) on anniversary of our connected charge to innovation. As a result, we are able-bodied positioned to capitalize on our action action forward. Our abysmal bookish acreage has enabled Enzo to achieve $1.3 billion in revenues over the aftermost 15 years.
Recognizing and anticipating the challenges that would face the class industry and leveraging our abysmal backbone in action sciences, we fabricated the cardinal accommodation to reinvent ourselves and body a new archetypal of a avant-garde affection company. We saw not aloof the claiming adverse the industry: how to action ascent costs in a rapidly crumbling agreement environment, we additionally saw the alleyway forward. We saw the opportunity, accepted the alterity inherent in the exchange and developed and invested in a band-aid and anatomy that had eluded so abounding well-funded and all-embracing organizations. Our declared goals were, and abide to be, to beforehand and validate platforms focused on high-value areas that can abate costs 30-50%, and amuse analytic appeal for absolutely automatic platforms and articles while application allowance for our avant-garde analytic company.
To achieve these important goals, we invested in a complex, dynamic, angular chip infrastructure: acceptable and accretion our accessories and concrete plant, beforehand decidedly in cadre beyond the organization, acclamation all segments of the four platforms that Enzo has developed – from sample collection, sample alertness and the analytic action of attaining results. And at the aforementioned time, to handle the high-volume accommodation needs that accomplish this automatic arrangement work, we accumulated our bookish acreage and accomplishment to adapt all processes. This was a cogent achievement.
We are able-bodied positioned. We accept a accurate belvedere that reduces costs significantly, we accept been accepted approval by New York Accompaniment for a ample agenda of analytic tests on our platforms and we accept acquired accepting in the exchange for our model. We are proceeding with the FDA and European Community to defended approvals to absolutely commercialize. We accept there is substantial, abeyant amount in these new platforms – able-bodied added than the absolute amount of the Aggregation today.
We are appreciative of the absolutely angular chip access we accept congenital to abode the foremost affair adjoin the class exchange – absorption on managing costs while beforehand in abstruse innovation. This different vertical affiliation has astronomic absolute benefits: we run our own analytic trials abundant added cost-effectively centralized vs. hiring an big-ticket outsourced arrangement assay organization; our R&D is self-funded; we can accomplish our own reagents.
We are authoritative assessable beforehand adjoin all the elements of this plan. We accept assassin the beforehand cyberbanking abutting Lazard to abetment in basic cardinal relationships and/or new adventure conception beyond our four amount platforms. Testing action and aggregate abide to increase. All of this is set adjoin the accomplishments of decidedly crumbling agreement rates, which has been a headwind for our business but validates the abiding amount hypothesis of our business model.
In abutting accord with our accomplished and affianced Board, beforehand this year we articulate our three-pronged action advised to alleviate actor amount and drive approaching growth:
We are absolutely committed to a anxious and all-embracing actor assurance action that has yielded able acknowledgment that we accept implemented beyond our operations, our basic allocation and beforehand strategies and our babyminding practices. As adolescent shareholders, we allotment in your disappointment in the contempo achievement of our equity. However, attractive advanced we accept there is abundant amount to be generated by Enzo as we abide to assassinate adjoin our plan.
Our Execution and Achievement
Enzo’s anatomy and business action represent the acme of years of all-encompassing planning and advantageous work. The Aggregation has the adeptness to action low cost, aerial achievement articles and casework in atomic diagnostics, immunohistochemistry, immunology and cytology. While agreement pressures adverse analytic labs abide a headwind for Enzo and all our competitors in the abbreviate term, our unique, angular chip alms positions us able-bodied to capitalize on these civil trends over the continued term. Our beat assignment in genomic assay accompanying with our all-encompassing and accretion apparent acreage and enabling platforms accept positioned the Aggregation to abide to comedy an important role in the rapidly growing atomic anesthetic marketplace.
In budgetary 2019, the Aggregation was awarded 74 patents worldwide, demonstrating our administration position as a abounding innovator. And over the accomplished bristles years, Enzo has systematically alien its technology assimilate its analytic assembly attic through Lab Development Tests (“LDTs”) accurate by the New York Accompaniment Department of Health. Over this period, Enzo has run over 100,000 of these Enzo LDTs, constant in estimated accumulation of over $5M by substituting third-party bell-ringer tests with Enzo’s own internally developed tests. Enzo expects the anniversary accumulation from these tests to access in budgetary year 2020 to $3M and to $5M in budgetary year 2021. Enzo’s accretion console of sexually transmitted infections (STI) testing, added by contempo analytic analysis approvals, is one of the best all-encompassing available.
History of Accessible Assurance with Shareholders
We accept a able history of agreeable with and alert to our shareholders. In accession to our accustomed beforehand Broker Relations program, for the accomplished several years we accept conducted beat to our top shareholders as allotment of our charge to be acknowledging to actor concerns. In 2018, for example, we affianced with 68% of our top 25 shareholders that collectively own about 60% of our accepted stock. In acknowledgment to actor acknowledgment from these affairs apropos our advantage program, the Advantage Committee fabricated changes to the anatomy of the advantage program, constant in decidedly added abutment for the Company’s Say-on-Pay vote at the 2018 anniversary actor meeting.
These actor engagements accept become added focused on Board and babyminding matters. As a result, the Board’s accustomed reviews of Board and babyminding practices accept more congenital the acknowledgment that has been accustomed on these topics. In acknowledgment to this feedback, the Board has taken the afterward actions:
Our Board will abide to appraise its Board and babyminding practices in ablaze of acknowledgment accustomed from shareholders.
Harbert and its Nominees
In the spirit of assurance and soliciting actor feedback, we accept attempted to appoint constructively with Harbert. We accept met with Harbert abounding times. We accept never met with Harbert’s nominees because they abandoned our allurement to accommodated with them. Our acceptable acceptance attempts to beforehand the chat accept been balked by Harbert’s abridgement of ability of our industry and concise priorities that we accept would abuse long-term, accessible amount conception opportunities that would account all shareholders. Harbert’s unconstructive accomplishments include:
Based on our interactions with Harbert and their accessible demands for anonymous “strategic alternatives”, we can abandoned accept that Harbert has approved two Board seats and a Board eyewitness bench in an attack to drive the auction of the Aggregation at depressed valuations. Harbert has no acquaintance in our industry and no plan for the Company. As far as we can tell, Harbert’s clue almanac consists of aggressively targeting awful illiquid, baby cap companies alfresco of the healthcare area and, through back-door burden tactics, banishment these companies to install Harbert-designated appointees to the Board to apparatus changes advised abandoned to beforehand Harbert’s concise interests. It was awful adorning – but conceivably not hasty accustomed Harbert’s abridgement of a plan for Enzo – that in one of our discussions, they declared that “Harbert doesn’t apperceive annihilation about the class business.”
Months later, afterwards Harbert eventually appear the character of their candidates to us, they nominated these two men to angle for acclamation as admiral at this year’s accessible Anniversary Meeting. Based on a analysis of their resumes (our sole base for evaluating them, accustomed they banned to participate in a accepted account action or complete a accepted questionnaire), both abridgement any identifiable acquaintance with a class affection or biotech aggregation like Enzo. Furthermore, it is account pointing out that one of these nominees resides in Germany with no affiliation to the US analytic biotech industry while the added appears to be a home-town acquaintance of Harbert from Alabama. One of the nominees has never alike served on a accessible aggregation Board, while the other’s sole accessible administration acquaintance is on the Board of a accessible aggregation based in Georgia – the country, not the state. Their resumes are a far cry from the acutely accomplished candidates nominated and accustomed by your Board up for reelection this year.
Enzo’s Accomplished Nominees
The two Board associates up for reelection at this year’s Anniversary Affair accept able acquaintance that is anon accordant to Enzo’s business and accept been integrally complex in the development of Enzo’s strategy, operational progress, babyminding reforms and actor engagement.
This is why we appetite you to vote the WHITE proxy agenda “FOR” the re-election of Enzo’s administrator nominees: Dr. Bruce Hanna, Ph.D. and Barry Weiner.
Questions? Need Advice Voting? Please acquaintance our Cardinal Actor Advisor and Proxy Address Agent, Kingsdale Advisors
Kingsdale Advisors 1-888-518-1554 (toll-free in North America) (416) 867-2272 (outside of North America) email: [email protected]
Important Additional Advice and Where to Find It
Enzo Biochem, Inc. (the “Company”) has filed, and is commitment to shareholders, a absolute proxy account on Schedule 14A and accompanying WHITE proxy agenda with the Securities and Exchange Commission (the “SEC”) in affiliation with the address of proxies from the Company’s shareholders with account to its 2019 Anniversary Affair of Shareholders. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may access a chargeless archetype of the proxy statement, any amendments or supplements to the proxy account and added abstracts that the Aggregation files with the SEC at the SEC’s website at www.sec.gov or the Company’s website at http://www.enzo.com/corporate/investor-information as anon as analytic accessible afterwards such abstracts are electronically filed with, or furnished to, the SEC.
Assertive Advice Apropos Participants to the Address
The Company, its admiral and assertive of its controlling admiral are participants in the address of proxies from shareholders in affiliation with the Company’s 2019 Anniversary Affair of Shareholders. Advice apropos the absolute and aberrant interests, by aegis backing or contrarily of the Company’s participants is set alternating in the Company’s absolute proxy account for the 2019 Anniversary Affair of Shareholders filed with the SEC on December 5, 2019. The Company’s absolute proxy account can be begin on the SEC’s website at www.sec.gov or the Company’s website at http://www.enzo.com/corporate/investor-information.
Except for absolute information, the affairs discussed in this absolution may be advised “forward-looking” statements aural the acceptation of Section 27A of the Securities Act of 1933, as adapted and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements accommodate declarations apropos the intent, acceptance or accepted expectations of the Aggregation and its management, including those accompanying to banknote flow, gross margins, revenues, and costs which are abased on a cardinal of factors alfresco of the ascendancy of the Aggregation including, inter alia, the markets for the Company’s articles and services, costs of appurtenances and services, added expenses, government regulations, litigation, and accepted business conditions. See Risk Factors in the Company’s Form 10-K for the budgetary year concluded July 31, 2018. Investors are cautioned that any such advanced statements are not guarantees of approaching achievement and absorb a cardinal of risks and uncertainties that could materially affect absolute results. The Aggregation disclaims any obligations to amend any advanced account as a aftereffect of developments occurring afterwards the date of this release.
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