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
A Dissident Shareholder Group, “Concerned Shareholders and
Nominees of Senomyx” (“CSNS”), are Demanding 100% Control of Your
Company Despite Owning Less than 0.00001% (300 shares) of the Company’s
Discard All GOLD Proxy Cards Provided to You by the Dissident
Vote on the WHITE Proxy Card Today to Protect Your Investment in
SAN DIEGO--(BUSINESS WIRE)--Mar. 29, 2017--
The Board of Directors of Senomyx, Inc. (“Senomyx” or the “Company”)
(NASDAQ: SNMX), a leading company using proprietary taste science
technologies to discover, develop, and commercialize novel flavor
ingredients for the food, beverage, and flavor industries, today mailed
a letter to shareholders in connection with the Company’s upcoming 2017
Annual Meeting of Shareholders to be held on May 11, 2017. The letter
urges shareholders to protect their investment in Senomyx by voting FOR
all seven of the Company’s director nominees – Stephen A. Block, Esq.,
Mary Ann Gray, Ph.D., Michael E. Herman, John Poyhonen, Kent Snyder,
Daniel E. Stebbins, and Christopher J. Twomey – at the upcoming Annual
The full text of the letter follows:
March 29, 2017
At the Annual Meeting of Shareholders on May 11, 2017, you will face an
important decision that will significantly impact the future of your
investment in Senomyx. You will be asked to choose between two starkly
different alternatives for the Company: (1) electing the seasoned and
experienced nominees that have been put forth by the Board, whose over
673,000 shares owned in the Company demonstrates true alignment with all
shareholders, or (2) putting your investment at significant risk by
handing complete control of the Board to a slate nominated by a
dissident group that only recently purchased 300 shares of the Company.
In making this important decision, we urge you to consider the following
Senomyx is intensely focused on successfully executing on a robust
strategy to drive revenue growth and long-term value for shareholders
Senomyx has seen strong year-over-year revenue growth, with commercial
revenues up 31% to $9.2 million in the fiscal year ended December 31,
Commercial revenues delivered high gross margins at 88% during
The Company has worked to successfully transition business development
to non-exclusive licenses, opening new doors to value development.
Senomyx has secured over $275 million in development funding
including $18 million in R&D funding commitments from PepsiCo to
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.
Senomyx has 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.
Senomyx has 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.
Senomyx discovered 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 Senomyx with
market access to the estimated $100 billion global sweetener
Senomyx has 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
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
time in December 2016 and January 2017 – evidencing essentially
zero alignment with shareholders or incentive to create value for
The dissidents, as a group, initially purchased 400 shares,
but one dissident group member sold 100 shares for a $16
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.
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 Senomyx prior 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
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 and prevent a group that owns less than 0.00001% of stock
from gaining control of your Company.
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 Senomyx, Inc.
1 For example, (1) Lee
Keddie, Benjamin Large and David Pointer served together on the
CompuMed, Inc. (OTC: CMPD) Board. See the 8/12/16 Quarterly Report: https://www.otcmarkets.com/financialReportViewer?symbol=CMPD&id=158568;
(2) Charles Gillman, Barry Igdaloff and Robert Pearse served together on
the Novation Companies Inc. (OTC: NOVCQ) Board. See the 4/29/16 Def14A: https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11348243#DEF14A10453003_04292016_HTM_EXECOFFICERS;
(3) Lee Keddie and David Pointer were nominees on a dissident slate
nominated by VCM in respect of the 2015 Annual Meeting of Stockholders
of CUI Global, Inc. (NASDAQ: CUI): https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2015/leedkeddie072715-14a8-incoming.pdf;
and (4) Lee Keddie, Charles Gillman, Barry A. Igdaloff and Benjamin E.
Large are presently nominees on a dissident slate for election as
directors at Birner Dental Management Services, Inc. (OTC: BDMS):
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:
470 West Avenue
Stamford, CT 06902
Shareholders Call Toll
Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
Important Additional Information
Senomyx, its directors and certain of its executive officers will be
deemed to be participants in the solicitation of proxies from Company
shareholders in connection with the matters to be considered at the
Company’s annual meeting of shareholders scheduled to be held on May 11,
2017. The Company has filed a definitive proxy statement and a WHITE
proxy card with the U.S. Securities and Exchange Commission (the “SEC”)
in connection with its solicitation of proxies from Company
shareholders. COMPANY SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE
PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD AS THEY CONTAIN
IMPORTANT INFORMATION. Information regarding the identity of
participants in this solicitation by the Company, and their direct or
indirect interests, by security holdings or otherwise, is set forth in
the proxy statement and other materials filed by the Company with the
SEC. Shareholders will be able to obtain the proxy statement, any
amendments or supplements to the proxy statement and other documents
filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov.
Copies will also be available for no charge at http://proxy2017.senomyx.com,
by writing to the Company at 4767 Nexus Centre Drive, San Diego,
California 92121 or by calling the Company’s proxy solicitor, Morrow
Sodali, at 1 (800) 662-5200.
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 SEC including, without limitation, most
recently the Company’s Annual Report on Form 10-K for the period ended
December 31, 2016, under the heading Item 1A - “Risk Factors” and the
heading “Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” The forward-looking statements speak only as of
the date on which they are made and the Company does not intend, and
undertakes no obligation to update or publicly release any revision to
any such forward-looking statements, whether as a result of the receipt
of new information, the occurrence of subsequent events, the change of
circumstance or otherwise, except as required by law. Each
forward-looking statement contained in the Company’s proxy statement is
specifically qualified in its entirety by the aforementioned factors.
You are advised to carefully read the Company’s proxy statement in
conjunction with the important disclaimers set forth above prior to
reaching any conclusions or making any investment decisions.
YOUR VOTE IS IMPORTANT
VOTE FOR THE SENOMYX NOMINEES ON THE WHITE
PROXY CARD TODAY
View source version on businesswire.com: http://www.businesswire.com/news/home/20170329005655/en/
Source: Senomyx, Inc.
Sloane & Company
Dan Zacchei / Joe Germani, 212-486-9500