Recommends Stockholders "Do Not Vote" For Any of the Clinton Nominees
SANTA CLARA, Calif.--(BUSINESS WIRE)--
XenoPort, Inc. (Nasdaq:XNPT) today announced that Institutional
Shareholder Services (ISS), a leading independent proxy advisory firm,
has recommended that XenoPort stockholders vote "FOR ALL" of
XenoPort's director nominees on the WHITE proxy card at the
Company's Annual Meeting of Stockholders to be held on June 11, 2014. In
supporting XenoPort's entire slate of director nominees, ISS recommends
that stockholders "do not vote" for any of the three nominees proposed
by Clinton Relational Opportunity Master Fund, L.P. and its affiliates
(Clinton). ISS also recommends XenoPort stockholders vote "FOR"
the approval of XenoPort, Inc. 2014 Equity Incentive Plan, vote "FOR"
the approval, on an advisory basis, the compensation of XenoPort's named
executive officers, and vote "FOR" the ratification of the
selection by the audit committee of the board of directors of Ernst &
Young LLP as XenoPort's independent registered public accounting firm
for the fiscal year ending December 31, 2014.
In its May 29, 2014 report1, ISS stated:
"The dissident has not made a compelling case for the need for change
at the board level."
ISS recognized the Company's commercialization strategy for HORIZANT® (gabapentin
enacarbil) Extended-Release Tablets, stating:
"the company's strategy to measure the uptake on a marketing program
which truly promoted the product appears justified. Moreover, the
company's decision to leverage $40 million and 50 metric tons of
active ingredient acquired as part of settlement, implement
state-of-the-art promotional tools, personally promote and focus
marketing efforts in 40 territories, appears to be gaining traction.
Using just 40 sales reps - compared to GSK's 300 reps - that called on
10% of the potential market the company has achieved the following
results: a 24% increase in national prescribed tablets, a 64% increase
in XP territories prescribed tablets, and a 630% increase in tablets
prescribed per sales rep."
"the board's reasons for terminating the licensing agreement with GSK,
reacquiring the rights to Horizant, and re-launching the drug in a
measured manner, to verify its potential appear justified by the early
results of that re-launch. Given the company is less than a year into
the re-launch, it appears too early to conclude a value maximizing
decision would not include the steps being currently undertaken at the
"management's contention that ‘now may be the worst time to abandon
Horizant commercialization' - given that the heavy lifting of the
initial investment in the commercial operation has been completed, the
investments in marketing initiatives and programs are largely
committed, and the positive trajectory of actual sales will likely
enhance the value of a potential partnership or future divestiture of
Horizant - appears to have merit. So too do the facts that Horizant
could generate meaningful revenue to fund further XP23829 development,
and that diverting funding from Horizant to XP23829 will not
accelerate XP829's development."
ISS also recognized the steps XenoPort is taking to develop XP23829, a
potential treatment for psoriasis and/or relapsing forms of multiple
"we find no evidence to support the dissident claim that XP829's
development is being neglected, capital starved, or that company's
efforts to maximize the value of Horizant have come at the expense of
the development of XP829. To the contrary, the strategy management has
chosen to move forward in psoriasis appears the quickest pathway
towards value creation for this asset and is echoed in analyst
Commenting on the ISS report, XenoPort issued the following statement:
We are pleased that ISS supports the election of ALL of
XenoPort's highly qualified and experienced director nominees and all
of XenoPort's proposals. The recommendation of this leading,
independent proxy advisory firm reinforces our belief that XenoPort
has the right Board and the right strategy to maximize the value of
XenoPort's assets and build stockholder value.
To follow the ISS recommendation, XenoPort's stockholders should vote
on the WHITE proxy card "FOR ALL" of XenoPort's nominees: Ronald W.
Barrett, Ph.D., Jeryl L. Hilleman and Wendell Wierenga, Ph.D. The
XenoPort Board of Directors also urges stockholders to vote "FOR"
Proposals 2 through 4 and 9 through 14 and "AGAINST" Clinton
Proposals 5 through 8.
XenoPort stockholders are reminded that their vote is important, no
matter how many or how few sharesthey own.
This communication contains "forward-looking" statements, including,
without limitation, all statements related to the potential value of
XenoPort's assets and XenoPort's ability to build stockholder value,
including all statements related to the commercial, revenue and value
opportunity for HORIZANT and the suitability of XP23829 as a potential
treatment for psoriasis or relapsing forms of MS; XenoPort's current
strategy for advancing the XP23829 clinical development program;
potential partnering efforts for XP23829 and/or HORIZANT; and other
statements that are not historical facts. Any statements contained in
this press release that are not statements of historical fact may be
deemed to be forward-looking statements. Words such as "belief,"
"could," "plan," "potential," "will," and similar expressions are
intended to identify forward-looking statements. These forward-looking
statements are based upon XenoPort's current expectations.
Forward-looking statements involve risks and uncertainties. XenoPort's
actual results and the timing of events could differ materially from
those anticipated in such forward-looking statements as a result of
these risks and uncertainties, which include, without limitation: risks
related to XenoPort's lack of commercialization experience and its
ability to successfully market and sell HORIZANT, including XenoPort's
ability to maintain sales, marketing, distribution, supply chain and
other sufficient capabilities to sell HORIZANT; XenoPort's dependence on
the success of its strategies for HORIZANT commercialization, promotion
and distribution, as well as its ability to successfully execute on
these activities and to comply with applicable laws, regulations and
regulatory requirements; the competitive environment for and the degree
of market acceptance of HORIZANT; obtaining appropriate pricing and
reimbursement for HORIZANT in an increasingly challenging environment;
the difficulty and uncertainty of pharmaceutical product development and
the uncertain results and timing of clinical trials and other studies,
including the risk that success in preclinical testing and early
clinical trials does not ensure that later clinical trials will be
successful; XenoPort's ability to successfully advance XP23829
development and to conduct or initiate clinical trials in the
anticipated timeframes, or at all; the uncertainty of the FDA's review
process and other regulatory requirements, including the risk that FDA
action, including with respect to the investigational new drug
application for XP23829, would delay or prevent the initiation of future
clinical trials of XP23829; XenoPort's need for and the availability of
resources to develop XP23829 and to support XenoPort's operations;
XenoPort's dependence on collaborative partners; the uncertain
therapeutic and commercial value of HORIZANT and XP23829; as well as
risks related to future opportunities and plans, including the
uncertainty of future operating results. These and other risk factors
are discussed under the heading "Risk Factors" in XenoPort's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2014, filed with the
Securities and Exchange Commission on May 9, 2014. XenoPort expressly
disclaims any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or
any change in events, conditions or circumstances on which any such
statements are based.
If you have any questions, require assistance with
proxy card or need additional copies of the proxy
materials, please contact:
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, NY 10016
(212) 929-5500 (Call Collect)
TOLL-FREE (800) 322-2885
Important Additional Information and Where to
XenoPort, Inc., its directors and certain of its executive officers may
be deemed to be participants in the solicitation of proxies from
stockholders in connection with XenoPort's 2014 Annual Meeting of
Stockholders. XenoPort has filed with the SEC and provided to its
stockholders a definitive proxy statement and a WHITE proxy card
in connection with such solicitation. XENOPORT STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND
SUPPLEMENTS) AND THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER
RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN
Information regarding the names of XenoPort's directors and executive
officers and their respective interests in XenoPort by security holdings
or otherwise is set forth in XenoPort's definitive proxy statement for
the 2014 Annual Meeting of Stockholders, filed with the SEC on April 22,
2014, including Appendix B thereto.
The definitive proxy statement (and amendments or supplements thereto)
and the accompanying WHITE proxy card, and any other relevant
documents and other material filed by XenoPort with the SEC, are or will
be available for no charge at the SEC's website at www.sec.gov
and at XenoPort's investor relations website at http://investor.xenoport.com/index.cfm.
Copies may also be obtained free of charge by contacting XenoPort
Investor Relations by mail at 3410 Central Expressway, Santa Clara,
California 95051 or by telephone at (408) 616-7200.
XenoPort, Inc. is a biopharmaceutical company focused on developing and
commercializing a portfolio of internally discovered product candidates
for the potential treatment of neurological disorders. XenoPort is
currently commercializing HORIZANT in the United States and developing
its novel fumaric acid ester product candidate, XP23829, as a potential
treatment for psoriasis and relapsing forms of MS. REGNITE® (gabapentin
enacarbil) Extended-Release Tablets is being marketed in Japan by
Astellas Pharma Inc.XenoPort's pipeline of product candidates also
includes potential treatments for patients with spasticity related to
spinal cord injury and Parkinson's disease. To learn more about
XenoPort, please visit the Web site at www.XenoPort.com.
HORIZANT, REGNITE and XENOPORT are registered trademarks of XenoPort,
1 Permission to use quotations from the ISS report was
neither sought nor obtained.
Source: XenoPort, Inc.