OncoSec Resorts to Distortions to Distract from Problems with Transaction
SEONGNAM, South Korea–(BUSINESS WIRE)– Alpha Holdings, Inc. (KOSDAQ: 117670) (“Alpha”), the largest stockholder of OncoSec Medical Incorporated (NASDAQ: ONCS) (“OncoSec”), with an approximate 15.1% ownership stake, today issued the following response to OncoSec’s most recent announcements.
“OncoSec’s effort to cast Alpha as the one misleading stockholders is patently absurd and the last resort of a company unable to defend its actions. Yesterday’s press release is a prime example. Alpha has been crystal clear in its intention from the beginning, which is to stop the China Grand takeover of OncoSec. Whether Alpha does so by denying OncoSec a quorum or by obtaining enough votes against the transaction is irrelevant to Alpha’s clear and stated objective of preventing OncoSec from transferring control to China Grand at the expense of current stockholders.”
“If anyone is ‘gaming the system,’ it is OncoSec, by trying to push through a change of control transaction by seeking approval from a simple majority of votes cast at the upcoming special meeting. This voting threshold could result in the approval of a change of control with far fewer votes than a majority of OncoSec’s outstanding shares. We want all stockholders to understand this.”
“As OncoSec’s largest stockholder, Alpha’s interests are aligned with all stockholders, and it cares deeply about realizing the value creation opportunities at OncoSec. We believe in the Company’s future and do not accept that OncoSec’s best alternative is to transfer its future upside at this critical juncture.”
In addition to the press release it issued yesterday, OncoSec issued a press release on December 2 that continues to confuse the record. The facts are these:
STOCKHOLDERS DESERVE BETTER! VOTE “AGAINST” THE PROPOSED ONCOSEC TRANSACTION
Alpha urges OncoSec stockholders to vote “NO” on the China Grand Takeover and demand that OncoSec’s Board fulfill its fiduciary duty to all current OncoSec stockholders by finding a better alternative to continue clinical trials and preserve OncoSec’s value.
If stockholders have any questions, please contact Okapi Partners at the phone numbers or email address listed below.
+ 1 (212) 297-0720 (Main)
+ 1 (888) 785-6617 (Toll-Free)
Haynes and Boone, LLP is serving as legal counsel to Alpha.
About Alpha Holdings, Inc.
Alpha Holdings, Inc. is a top-ranked Korean company engaged in the design-development service and manufacturing of system semiconductors, biotechnologies and thermal compound materials. The company, formerly known as Alpha Chips Corp., is headquartered in Seongnam, South Korea and was founded in 2002. Alpha is listed on the KOSDAQ Market.
All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are « forward-looking statements, » which are not guarantees of future performance or results, and the words « anticipate, » « believe, » « expect, » « potential, » « could, » « opportunity, » « estimate, » « plan, » and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. In light of the significant uncertainties inherent in the forward-looking statements, the inclusion of such information should not be regarded as a representation as to future results. Alpha Holdings disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Alpha Holdings has not sought or obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
ALPHA HOLDINGS, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, ALPHA BIOLABS, INC. (TOGETHER, THE “PARTICIPANTS”) ARE PARTICIPANTS IN A PROXY CONTEST WITH RESPECT TO THE PROPOSED SPECIAL MEETING OF STOCKHOLDERS OF ONCOSEC MEDICAL INC. (THE “COMPANY”) TO APPROVE THE PROPOSED TRANSACTION BETWEEN THE COMPANY, GRAND DECADE DEVELOPMENTS LIMITED, A WHOLLY OWNED SUBSIDIARY OF CHINA GRAND PHARMACEUTICAL AND HEALTHCARE HOLDINGS LIMITED (“CGP”), AND SIRTEX MEDICAL US HOLDINGS, INC., AN AFFILIATE OF CGP. THE PARTICIPANTS INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF BLUE PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS’ SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF THE COMPANY. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING BLUE PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY’S STOCKHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV/. IN ADDITION, OKAPI PARTNERS LLC, THE PROXY SOLICITOR OF THE PARTICIPANTS, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING (212) 297-0720.
i See page 24 of Stock Purchase Agreement, dated as of August 31, 2018, between OncoSec and Alpha Holdings filed as Exhibit 10.1 to Form 8-K on September 4, 2018.
Bruce Goldfarb / Chuck Garske
+ 1 (212) 297-0720
Renée Soto / Hugh Burns / Nicholas Leasure
+ 1 (212) 433-4600
Source: Alpha Holdings, Inc.