ISS Supports HDF’s “Compelling Case” for Change and Recommends Shareholders Vote on HDF’s Blue Proxy Card FOR the Election of Fabian Blank to the Enzo Board
Notes Enzo’s “History of Broken Promises”
Highlights Concerns Facing Enzo Including “Operational Deterioration,” “Substandard Corporate Governance,” and “Prolonged Absolute and Relative TSR Underperformance”
Follows Glass Lewis Also Supporting Case for Change at Enzo and Recommending for Both Harbert Nominees
HDF Urges Enzo Shareholders to Vote FOR HDF’s Highly-Qualified Independent Nominees Fabian Blank and Peter Clemens on the BLUE Proxy Card Today
BIRMINGHAM, Ala.–(BUSINESS WIRE)– Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP (collectively “HDF”), the beneficial owners of more than 11.8% of the outstanding shares of Enzo Biochem, Inc. (NYSE: ENZ) (“Enzo” or the “Company”), today announced that a leading proxy advisory firm, Institutional Shareholder Services Inc. (“ISS”), has recommended that shareholders vote on the BLUE proxy card in support of HDF’s nominee, Fabian Blank.
In its report, ISS highlights the need for change at the Company and its track record of underperformance1:
ISS commented on Enzo’s corporate governance issues and the reactive nature of its recent actions:
The ISS report highlighted perplexing comments from Enzo nominee Dr. Bruce Hanna regarding CEO Elazar Rabbani, further calling into question the Board’s independence and judgement:
ISS notes the benefits Fabian Blank’s experience and perspective would bring to the Board:
ISS also recognizes the additive experience of Peter Clemens:
Earlier this week, proxy advisory firm, Glass, Lewis & Co. (“Glass Lewis”) recommended shareholders vote for both HDF nominees. In its report, Glass Lewis concluded2:
Kenan Lucas, Managing Director and Portfolio Manager of HDF, commented on the report: “While we are grateful for ISS’ support in our case for change at Enzo by recommending the election of Fabian Blank to the Board, we also urge shareholders to vote for Peter Clemens. We believe Pete brings operational expertise and business acumen that the Company clearly lacks and would be complementary to Fabian’s industry and public board experience. The addition of both Fabian and Pete’s voices in the boardroom is necessary to ensure change is truly enacted. We believe this is the first step to realizing value for Enzo’s shareholders and ending the pattern of sustained underperformance, poor corporate governance practices, and endless empty promises that has plagued the Company for decades.”
Now is the time to vote your shares. Vote on the BLUE proxy card FOR the election of Fabian Blank and Peter Clemens today.
Please visit our website at www.cureenzo.com to learn more.
Important Information about Participants in a Proxy Solicitation:
Harbert Discovery Fund, LP (“Harbert Discovery”), Harbert Discovery Fund GP, LLC (“Harbert Discovery GP”), Harbert Discovery Co-Investment Fund I, LP (“Harbert Discovery Co-Investment” and together with Harbert Discovery, the “Discovery Funds”), Harbert Discovery Co-Investment Fund I GP, LLC (“Harbert Discovery Co-Investment GP”), Harbert Fund Advisors, Inc. (“HFA”), Harbert Management Corporation (“HMC”), Jack Bryant (“Mr. Bryant”), Raymond Harbert (“Mr. Harbert”) and Kenan Lucas (“Mr. Lucas” and together with Harbert Discovery, Harbert Discovery GP, Harbert Discovery Co-Investment, Harbert Discovery Co-Investment GP, HFA, HMC and Messrs. Bryant and Harbert, the “Harbert Discovery Parties”) (collectively, the “Participants”) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of proxy to be used in connection with the solicitation of proxies from the shareholders of Enzo Biochem, Inc. (the “Company”) in connection with the annual meeting of shareholders of the Company (the “Annual Meeting”). All shareholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants in respect of the Annual Meeting, as they contain important information, including additional information related to the Participants, their nominees for election to the board of directors of the Company and the Annual Meeting. The definitive proxy statement and an accompanying proxy card will be furnished to some or all of the Company’s shareholders and are, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/ and are available upon request from the Participants’ proxy solicitor, Okapi Partners, by calling (888) 758-6707 (banks and brokers call collect (212) 297-0720).
Additional information about the Participants can be found on the Definitive Proxy Statement filed by the Participants on December 6, 2019.
About Harbert Discovery Fund (HDF)
HDF invests in a concentrated portfolio of publicly traded small capitalization companies in the US and Canada. We perform significant due diligence on each portfolio company prior to investing. In addition to researching all publicly available information and meeting with management, our diligence includes substantial primary research with industry experts, consultants, bankers, customers and competitors. We often spend months or years researching ideas before making an investment decision and we only invest in companies that we believe are significantly undervalued, and where there is the potential for change to enhance or accelerate value creation. In an effort to unlock this potential value, we seek to work directly with the boards and management teams of our portfolio companies privately and collaboratively, engaging with them on a range of factors including governance, board composition, corporate strategy, capital allocation, strategic alternatives and operations. We have effected positive, fundamental changes at our current and past investments through this behind-the-scenes, constructive approach. HDF currently has board representation at three of our portfolio companies. In each case, changes to the board were agreed upon privately and it is our strong preference in every investment to avoid the unnecessary distractions and costs of a public proxy campaign.
About Harbert Management Corporation (HMC)
HMC is an alternative asset management firm with approximately $7.0 billion in regulatory assets under management as of December 31, 2019. HMC currently sponsors nine distinct investment strategies with dedicated investment teams. Additional information about HMC can be found at www.harbert.net.
1 Permission to quote ISS neither sought nor obtained. Emphasis added.
2 Permission to quote Glass Lewis neither sought nor obtained. Emphasis added.
Source: Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP