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Your Board is Executing a Clear Strategic Vision and is Aligned with Best Interests of All Shareholders
Your Board and Management Are Driving Value Creation at
Believes Dissident Shareholder Group Lacks Experience, Has No
Strategic Plan and is Seeking a Change in Control with a
Vote the WHITE Proxy Card Today to
Protect Your Investment in
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The full text of the letter follows:
At the Annual Meeting of Shareholders to be held on
As we have previously stressed, we believe that your investment in the
Company will be put at extreme risk should you make the decision to give
complete control of the Board to a group that owns such a miniscule
In order to protect your investment and ensure that
Let’s look at the facts when comparing your Company’s nominees and the dissidents:
Your Board: Has articulated a clear strategic vision
for the future of
$275 millionin development funding and is committed to securing additional non-dilutive funding for key program initiatives.
- Focused on opportunities to collaborate on a non-exclusive basis with leading companies as part of a broader strategy to optimize the commercial potential of products from its Natural Sweet Program.
$18 millionin R&D funding from PepsiCoin order to advance the Company’s Natural Sweet Program, and is in discussions with approximately 20 companies to collaborate and secure additional R&D funding.
Senomyxhas also focused on expense reductions and implemented a restructuring in December of 2016, resulting in 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.
Your Board: Has demonstrated recent positive momentum and financial results in line with current strategic initiatives.
Oversaw strong year-over-year growth in the fiscal year ended 2016 and
continued strong results in 2017.
- Commercial revenues were up 31% and delivered high gross margins at 88%.
- Achieved continued direct sales revenue growth with Q1 2017 direct sales reaching more than double the previous highest-sales quarter since the Company began its initiative to extend its reach in the marketplace.
Senomyxhas demonstrated a history of discovering and advancing product candidates into the development phase.
Senomyxadvanced its lead natural high intensity sweetener, siratose, into the development phase.
- Most recently,
While we don’t believe that the market fairly reflects the value of
Senomyxstock, we are confident that our strategy will drive long-term value for shareholders.
Your Board: Has the right experience to provide
effective oversight at
- Has necessary industry experience at companies in relevant sectors, including food and beverage, flavor and ingredient and pharmaceutical and life sciences.
- Has an extensive history of director and executive leadership at both public and private companies in relevant industries.
Senomyxdirectors have served on the Board of Directors for publicly traded companies which have been acquired for over $1 billionin each sale.
Your Board: Is aligned with shareholders’ best interests.
Owns over 673,000 shares (2.24%) of
Senomyx, demonstrating alignment with and prioritization of the best interests of shareholders.
Has been transparent about strategic initiatives at
Senomyxwhich are aligned with the best interests of all shareholders, to create lasting value at the Company.
The Dissidents: Have failed to articulate any sort of plan and have already made repeated missteps.
- With less than a month to go before the Annual Meeting, the dissident group has failed to share a strategic plan for the Company with shareholders. They have provided only a 215 word boiler plate statement that summarizes basic steps applicable to any company in any industry.
Own a total of 300 shares of the Company, or less than 0.001%, all of
which were recently purchased in
December 2016and January 2017. We believe this demonstrates an absence of long-term knowledge and true interest in the Company.
- In the original nomination notices submitted to the Company by the dissidents, they sought to nominate 11 directors, when at that time the Board only had 8 seats, demonstrating a lack of elementary knowledge about the Company’s structure and current operations.
Never reached out to
Senomyxprior to submitting their nominations, failing to offer the Company a chance to work with them constructively.
It is unclear why the dissidents are participating in this contested
proxy contest to gain a change in control of
Senomyxdespite only owning 300 shares of stock.
The Dissidents: Lack relevant experience and professional networks necessary to drive value at the Company.
While the dissident nominees claim that their public company board
experience makes them well equipped to create value at
Senomyx, they have not offered evidence that they actually have the relevant industry experience necessary to do so.
- There is also no evidence of the dissident nominees possessing the necessary networks and relationships vital to creating future partnerships for product advancement and commercial success.
The Dissidents: Have had negative impacts on other companies while serving on boards and lack independence from one another, with several nominees having served on the same boards in the past. Examples include:
Charles Gillman, along with Barry Igdaloffand Robert Pearse, served together on the Novation Companies(OTC: NOVCQ) board, which ultimately filed for bankruptcy.1
Mark Stolperand David Pointerserved together on the ALCO Stores (OTC: ALCSQ) board, which ultimately filed for bankruptcy.2
Lee Keddie, Benjamin Largeand David Pointerserved together on the CompuMed(OTC: CMPD) board, a company with a current market capitalization of less than $2.5 millionwith cash and cash equivalents of less than $100,000for the quarter ending December 31, 2016. 3
Lee Keddieand David Pointerwere nominees on a dissident slate nominated by a fellow CSNS member in respect of the 2015 Annual Meeting of Shareholders of CUI Global, Inc.(NASDAQ: CUI).4
Lee Keddie, Charles Gillman, Barry A. Igdaloffand Benjamin E. Largeare presently nominees on a dissident slate for election as directors at Birner Dental Management Services(OTC: BDMS).5
Senomyx’s current Board has a strategic plan in place, with positive
results that demonstrate that your Board is providing the necessary
oversight to ensure that initiatives are being executed and that the
Company is well positioned for future growth and success. It is critical
to avoid your Company being placed in the hands of a slate with
short-term interests and a lack of industry experience that is sure to
put your investment at risk. Vote on the WHITE
proxy card FOR all seven of the Company’s director nominees – Stephen A.
Your vote matters and can ensure that Senomyx’s momentum is not arrested at the expense of the dissidents’ short-term interests. We urge you to allow your Board to continue to execute on our strategic plan with the best interests of shareholders in mind.
PLEASE SIGN, DATE AND RETURN
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
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