|View printer-friendly version|
Senomyx Successfully Executing on a Strategy to Drive Revenue and Build Lasting Value
Your Board and Management Possess Strong, Deep Industry Experience and Their Interests are Aligned with Those of All Shareholders
Discard All GOLD Proxy Cards Provided to You by the
Vote on the WHITE Proxy Card Today to Protect Your Investment in
The full text of the letter follows:
At the Annual Meeting of Shareholders on
In making this important decision, we urge you to consider the following points:
Senomyxhas seen strong year-over-year revenue growth, with commercial revenues up 31% to $9.2 millionin the fiscal year ended December 31, 2016.
- Commercial revenues delivered high gross margins at 88% during 2016.
The Company has worked to successfully transition business development
to non-exclusive licenses, opening new doors to value development.
Senomyxhas secured over $275 millionin development funding including $18 millionin R&D funding commitments from PepsiCoto support the Company’s Natural Sweet Program, as recently announced on September 30, 2016.
- Discussions are ongoing with approximately 20 companies to secure additional R&D funding.
Senomyxhas achieved revenue growth in direct sales and implemented initiatives to extend its reach in the market place.
- Q1 2017 direct sales are more than double the previous highest-sales quarter since inception of the initiative.
Senomyxhas advanced its lead natural high intensity sweetener into the development phase to address food and beverage companies’ desire to offer great tasting, lower calorie products.
Senomyxdiscovered this novel sweetener using our proprietary technology in monk fruit and it has been introduced under the common or usual name of siratose.
Upon regulatory authorization, siratose will provide
Senomyxwith market access to the estimated $100 billionglobal sweetener market.
Senomyxhas also focused on expense reductions and implemented a restructuring in December of 2016 – this resulted in a reduction of headcount of 17 full-time employees at an annualized savings of approximately $4 million.
- The Company has narrowed the focus of its sweet taste R&D efforts to the Natural Sweet Program in response to market trends.
The dissident group is not aligned with your best interests and lacks relevant experience
Despite seeking 100% control over the Board, and therefore complete
control over the Company, the dissident group:
Owns a de minimis stake – just 300 shares, acquired for the first
December 2016and January 2017– evidencing essentially zero alignment with shareholders or incentive to create value for the Company.
The dissidents, as a group, initially purchased 400 shares,
but one dissident group member sold 100 shares for a
- The dissidents, as a group, initially purchased 400 shares, but one dissident group member sold 100 shares for a
- Has offered nothing to the rest of our shareholders except for an uninformed board with absolutely no industry experience.
Has failed to articulate any specific plans for the Company –
meaning that if they succeed in their self-serving takeover
attempt, they would be leaving
Senomyx– and its shareholders – without any clear direction.
- Owns a de minimis stake – just 300 shares, acquired for the first time in
Their actions to date suggest they may not have a genuine interest in
this Company or its Board.
The dissident nominees did not reach out to
Senomyxprior to submitting their nominations, demonstrating no inclination to work constructively with the Company.
- In the nomination notices originally submitted to the Company by the dissidents, they sought to nominate 11 directors when the Board at that time had only 8 seats.
- The nomination notices also indicated that the dissidents did not even intend to solicit enough proxies to elect their director candidates.
- The dissident nominees did not reach out to
- None of the dissidents’ nominees possess applicable industry experience, nor is there evidence they would bring relationships or professional networks to the Senomyx Board that could help drive the Company’s growth and partnerships.
Furthermore, the dissidents’ nominees lack independence from each
other and have a history of interlocking relationships, having served
on other Boards together in the past.
- We believe that investors should be concerned by the connections among the dissidents and the evidence suggesting they are simply using activism as a tool to obtain short-term opportunities to the detriment of long-term investors.1
Your Board is aligned with all shareholders’ best interests and has the right industry, operational and financial experience needed to successfully oversee the Company and protect your investment
- Your current Board members have many decades of director and executive leadership experience in public and private companies across an array of industries, including food and beverage, flavor and ingredient, pharmaceutical, and life sciences.
Your current Board members are aligned with the best interests of ALL
- The current Board owns over 673,000 shares with current directors purchasing over 67,000 shares in 2017.
- The current Board continues to leverage their invaluable industry knowledge and relationships to help the Company develop and implement a strategic plan that has already started to yield results on the path to long-term value creation for all shareholders.
We believe that electing our proposed slate of highly-qualified nominees
for the Senomyx Board is the best choice to protect your investment in
Senomyx’s current Board and management are successfully executing against a strategic plan designed to build long-term value for all our shareholders, and we are deeply aligned with your best interests.
Your current Board has a robust strategic vision for the Company and has the right experience to execute against it. The dissident group does not.
VOTE FOR YOUR BOARD’S NOMINEES ON THE WHITE PROXY CARD TODAY.
DO NOT SIGN ANY GOLD PROXY CARD SENT TO YOU BY CONCERNED SHAREHOLDERS AND NOMINEES OF SENOMYX.
The Board of Directors of
1 For example, (1)
About Senomyx, Inc.
Senomyx discovers novel flavor ingredients and natural high intensity sweeteners that allow food and beverage companies to create better-for-you products. Under its direct sales program, Senomyx sells its Complimyx® brand flavor ingredients, Sweetmyx®, Savorymyx®, and Bittermyx®, to flavor companies for use in a wide variety of foods and beverages. In addition, Senomyx has partnerships with leading global food, beverage, and ingredient supply companies, which are currently marketing products that contain Senomyx's flavor ingredients. For more information, please visit www.senomyx.com.
If you have any questions or require any assistance with respect to voting your shares, please contact the Company’s proxy solicitor at the contact listed below:
Shareholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
Important Additional Information
Information presented in this communication contains forward-looking
statements within the meaning of the Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), Section 21E of the
Securities Exchange Act of 1934 (the “Exchange Act”) and the Private
Securities Litigation Reform Act of 1995. All statements relating to
events or results that may occur in the future, including, but not
limited to, the development, growth and expansion of the Company’s
business, the Company’s intent, belief, or current expectations,
primarily with respect to the Company’s future operating performance,
and the product the Company expects to offer and other statements
regarding matters that are not historical facts, are forward-looking
statements. Forward-looking statements generally can be identified by
words such as “may,” “will,” “could,” “anticipate,” “expect,” “intend,”
“believe,” “continue,” or the negative of such terms, or other
comparable terminology. These statements are based on numerous
assumptions and involve known and unknown risks, uncertainties and other
factors that could significantly affect the Company’s operations and may
cause the Company’s actual actions, results, financial condition,
performance or achievements to be substantially different from any
future actions, results, financial condition, performance or
achievements expressed or implied by any such forward-looking
statements. Those factors include, but are not limited to, (i) general
economic and business conditions; (ii) changes in market conditions;
(iii) changes in regulations; (iv) actual or potential takeover or other
change-of-control threats; (v) the effect of merger or acquisition
activities; (vi) changes in the Company’s plans, strategies, targets,
objectives, expectations or intentions; and (vii) other risks,
uncertainties and factors indicated from time to time in the Company’s
reports and filings with the
YOUR VOTE IS IMPORTANT
VOTE FOR THE SENOMYX NOMINEES ON THE WHITE PROXY CARD TODAY