Known Upcoming Events, Large-Shareholders(35%), RONIN-PPHM HISTORY: updated 8-15-17 with Ronin/SWIM’s PR, “Responding to Recent Announcements by Peregrine”, a 8-14-17 Amended 13G for Tappan St. Partners (Prasad Phatak, Principle Owner, 2 Funds+personal: 2,298,684 total = 5.1% of 45mm O/S), and Inst. Holdings totals updated to 6-30-17...
KNOWN UPCOMING:
Aug15-16: CBI’s MES 2017 (Mfg. Execution Systems), Orlando http://tinyurl.com/ya4twmbj
...Aug16/8:45am: Mehron Mirian (SeniorMgr./QA Validation), "MES AUDIT DEEP DIVE Computerized System Audit"
Aug21-25/Avid Booth #403: CHI's 9th Annual BioProcessing Summit, Boston http://www.bioprocessingsummit.com
~Sep7: FY'18Q1 (qe 7-31-17) Financials & Conf. Call - http://ir.peregrineinc.com/events.cfm
Sep8-12: 42nd ESMO Eur. Cancer Congress”, Madrid http://www.esmo.org/Conferences/ESMO-2017-Congress
...Peregrine Exhibiting: Booth #257
Sep25-28/Avid Booth #918: Informa’s BPI’17: BioProcess Intl. Conf. & Exhibition, Boston https://lifesciences.knect365.com/bioprocessinternational
Oct2/NCI Scientist Gregoire Altan-Bonnet(MSKCC ties), AACR’s Tumor Immunotherapy Conf., Boston http://tinyurl.com/y74v76go
...“Long-Lived Disruption of Inflammation Stems from the Catch-and-Release of Cytokines Mediated by Surface Phosphatidylserine in Tumors”
~Oct12: Peregrine's Annual Shareholder’s Meeting (2016 attendee reports: http://tinyurl.com/jx7ouay )
Dec11-15/Avid Booth #311: KNect365’s Antibody Eng. & Therapeutics Conf., SanDiego https://lifesciences.knect365.com/antibody-engineering-therapeutics
~Dec11: FY'18Q2 (qe 10-31-17) Financials & Conf. Call - http://ir.peregrineinc.com/events.cfm
Jan20-22 2018: Phacilitate’s Immunotherapy World Forum, Miami http://www.immunotherapyforum.com
...Jan18 12:30-12:45, Joe Shan(VP/Reg+Clin): “Turning up the Heat: PS-Targeting Antibodies Modulate the Tumor Microenvironment & Enhance Checkpoint Blockade”
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7-20-17: Large Ownership Summary(35%), RONIN Letters/PPHM Comments
Large Ownership now ~15.7mm shares, 34.9% of 45mm O/S. (Ronin+SW/Stafford+White, Eastern Cap./K.Dart, Institutions incl. Tappan’s 8-14-17/13G)
#1: 10-30-15: Kenneth Dart (Eastern Capital) acquires 9.6% stake (4,300,992sh.) in PPHM http://tinyurl.com/y95yskck
...3,777,183 COMMON – 8.4% of 45,069,188 common O/S at 7-10-17 (total beneficial=4,300,992 if Pref. conv. x1.19 to Common, 9.6%)
...440,000 PREFERRED – 26.7% of 1,647,760 preferred O/S at 1-31-17
#2: 7-14-17/13D: Group Ronin Trading/SWInvest (John Stafford III+Stephen White) acquires 8.8% stake (3,952,446sh.) in PPHM http://tinyurl.com/y7ezqvm9
...3,801,139 COMMON – 8.4% of 45,069,188 common O/S at 7-10-17 (total beneficial=3,952,446 if Pref. conv. x1.19 to Common, 8.8%)
...127,099 PREFERRED – 7.7% of 1,647,760 preferred O/S at 1-31-17
NOTE: ALL historical common #’s adjusted for the 1:7 R/S eff. 7-10-17.
RONIN/SW 13D SUMMARY:
13D TransDates COMMON-CHG PREF-CHG ENDING-COMMON ENDING-PREF.
3-2-17 1/20/17-3/1/17 +2,947,425 +51,364 2,947,425 51,364 http://tinyurl.com/jr42u23
3-10-17 3/2/17-3/9/17 +433,509 +25,661 3,380,934 77,025 http://tinyurl.com/ydxra96u
4-17-17 3/28/17-4/10/17 0 +23,334 3,380,934 100,359 http://tinyurl.com/lanjddc
5-19-17 5/1/17-5/17/17 0 +23,140 3,380,934 123,499 http://tinyurl.com/mgnn92x
6-20-17 3/10/17-6/16/17 +378,170 0 3,759,105 123,499 http://tinyurl.com/y76q5rqu
6-29-17 6/21/17 +7,143 0 3,766,248 123,499 http://tinyurl.com/y9sp8bfv
7-14-17 6/29/17-7/7/17 +34,891 +3,600 3,801,139 127,099 http://tinyurl.com/ybra4s69
SPLITOUT 13D GROUP into Ronin(John Stafford III) and SW-Partners(Stephen White):
Ronin Trading (Stafford) 3,173,391 115,299
SW-Partners (White) 627,748 11,800
See Ronin/SWIM 13D’s Details Below.
- - - - - - - - - - - - - - -
Plus, INSTITUTIONS a/o 6-30-17: 7,462,716sh. = 16.5% <=incl. Tappan’s 8-14-17/13G,
...and KennedyCAP corrected 9,758,459=>1,394,066(Nasdaq R/S error)
...15,184,677 +(1,394,066-9,758,459) + (2,298,684-1,656,252) = 7,462,716
http://www.nasdaq.com/symbol/pphm/institutional-holdings
TOP7:
Tappan St. Partners 1,656,252 +741,948 <=2,298,684 per 8-14-17/13G(see below**)
Kennedy Capital Mgt. 1,394,066 +146,842
Vanguard Group 1,029,755 +146,791
Blackrock (Larry Fink) 806,022 -49,433
Renaissance Technologies 481,160 +41,487
Geode Capital Mgt. 225,679 +20,319
Bandera Partners 203,004 New
**8-14-17/13G: Tappan Street (Prasad Phatak) http://tinyurl.com/ybgqp9uq
2 Funds + P.Phatak’s personal shares:
...Partners LLC, Tappan St. Fund L.P. 1,540,000
...Tappan St. Partners Ideas Fund L.P. 691,577
...Prasad Phatak (Principle Owner) 67,107 Total TAPPAN: 2,298,684 (5.1%)
Note: Tappan Inst. Holdings a/o 3-31-17 was: 914,304.
RONIN/SW Letters to Shareholders/Employees & PPHM Responses: (newest first)
8-14-17: Ronin Trading & SWIM Respond to Recent Announcements by Peregrine
- Believe Incumbent Board Members are Responsible for Continued Destruction of Stockholder Value and Must be Held Accountable
http://www.prnewswire.com/news-releases/ronin-trading-and-sw-investment-management-issue-letter-to-employees-of-peregrine-pharmaceuticals-300491208.html
SEC Form 14A: http://tinyurl.com/y7hjryog
CHICAGO, Aug. 14, 2017: Ronin Trading & SW Investment Mgt. (together with the other participants in their solicitation, "Ronin"), collectively the 2nd largest stockholder of Peregrine, with aggregate beneficial ownership of approx. 8.8% of the Company's outstanding shares of common stock, today issued the following statement with respect to Peregrine:
We find it outrageous that Peregrine's Board of Directors and mgt. chose to fire roughly 20% of the Company's employees while doing nothing to address their own unjustifiable and egregious compensation. If the Company needs to reduce costs, the first place it should look is the preposterously high salaries of its own Board and mgt. We remind stockholders what Institutional Shareholder Services said in its 2016 proxy report on Peregrine:
"WITHHOLD votes are warranted for compensation committee members Carlton M. Johnson Jr., David H. Pohl, and Eric S. Swartz due to continued problematic pay practices and the board's failure to adequately respond to shareholder concerns."
On July 31, 2017, Peregrine's Board announced an intention to increase the size of the Board from 4 to up to 7 members by adding up to 3 new directors with – unlike themselves – actual pharmaceutical & contract development and mfg. experience. This was a laughable attempt to appear stockholder-friendly, since it would brazenly further entrench the incumbents while allowing them to retain a majority of Board seats. Notably, the Company did not actually expand the size of the Board, presumably because the Board's announcement was purely reactive to our public criticisms and it had not successfully identified additional candidates to serve on its slate. It is no surprise to us that the Board appears to be having difficulty finding highly qualified, ethical people to serve as nominees alongside themselves, given their own questionable backgrounds and records of value destruction. Furthermore, based on the feedback we have received from many stockholders in recent weeks, we believe support for the Board at the 2017 Annual Meeting will be nearly nonexistent, thus making it even more difficult for the Board to find addl. qualified nominees. In the event Peregrine proceeds with the expansion of the Board, we will timely nominate additional highly qualified director candidates to ensure that control of the Board does not remain with the incumbents or their hand-picked additions.
We believe a similar problem exists with the Board's ability to identify the right candidate to serve as the President of Avid Bioservices. We doubt whether any qualified candidate would be interested in the position given the current leadership structure of the Company and lack of any strategic plan put forth by the Board. To the extent that a President of Avid is hired prior to the 2017 Annual Meeting, if elected, our director candidates intend to immediately evaluate the appropriateness of the hire.
It is insulting to employees & stockholders alike that mgt. and the Board were responsible for these unfortunate layoffs, but apparently unwilling to sacrifice anything personally. Recent actions by mgt. and the Board further validate our belief that their only concern appears to be their own personal enrichment, which we are confident will soon (and to everyone's relief) be coming to an end. The facts remain clear, and given what we believe is the extraordinarily low likelihood of the incumbent indep. Board members being reelected at the 2017 Annual Meeting, we call on Peregrine's indep. directors, Carlton M. Johnson Jr., David H. Pohl, and Eric S. Swartz, to resign their Board seats immediately. Peregrine can no longer afford to allow Peregrine's current leadership to needlessly destroy more value in a futile attempt to cling to their positions. We are confident that our director nominees are the right people to end Peregrine's culture of leadership unaccountability, and will be able to finally set Peregrine on a path towards value creation.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS:
Ronin Trading, LLC, together with the other participants named herein (collectively, "Ronin"), intends to file a preliminary proxy statement and an accompanying proxy card with the SEC to be used to solicit votes for the election of its slate of 3 highly qualified director nominees at the 2017 annual meeting of stockholders Peregrine Pharmaceuticals, Inc.
RONIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE… **snip**
PPHM Stock Ownership by Ronin & SWIM: …As of the date hereof, Messrs. Sargen, Scanlan and Zarrabian did not beneficially own any securities of the Company. **snip**
Investor Contact: Stephen White, SW Investment Mgt. LLC 312-765-7033
8-11-17: Peregrine Announces Measures to Reduce Costs, Facilitate Profitability and Strengthen its Operations
* Reductions in R&D, manufacturing, and administrative personnel
* Anticipated annual cost savings of over $7 million
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1037065
TUSTIN, Aug. 11, 2017: Peregrine Pharmaceuticals today announced that it has reduced its overall workforce by 60 employees (or 20%) as part of its series of planned strategic actions to reduce costs and better position the Company to achieve overall profitability while it pursues strategic options for its R&D assets. The Company expects the workforce reductions to result in a net cost savings of between $3.7mm and $4.3mm in FY'18 and more than $7mm in reduced annualized operating expenses beginning in FY'19.
As part of the cost saving initiatives, the Company reduced Peregrine's R&D personnel by 50% to 11 employees, with the remaining staff supporting potential strategic alternatives for its R&D assets while continuing to assist with collaborative trials, the antibody discovery platform, and the exosome program. Personnel supporting the Avid Bioservices CDMO business, a wholly owned subsidiary of Peregrine Pharmaceuticals, was reduced by 20% to 184 employees to align operations with the reduction in forecasted revenues. In addition, SG&A personnel was reduced by 8% to 49 employees as the Company continues to pursue leaner support operations. The charge to earnings for these personnel reductions will be between $1.1mm and $1.7mm, all of which is expected to be incurred during Q2/FY'18.
"While this was a difficult decision, our board and management team believe it was a necessary step as we continue to evaluate strategic options to further strengthen our two distinct businesses and seek to maximize shareholder value," said Steven King, President, CEO, and Director of Peregrine and President of Avid Bioservices. "I would like to personally express my appreciation to the affected employees for their commitment and meaningful contributions to the Peregrine and Avid businesses. We remain committed to capitalizing on long-term opportunities available to our CDMO business and pursuing the best path forward for our R&D business."
Last month, Peregrine announced that as part of its strategic review it intends to expand its board of directors to add new members with CDMO and biologics experience and to commence a search for a dedicated president to head its Avid CDMO business.
IMPORTANT ADDITIONAL INFORMATION (same as in 7-31-17 PR – see below)
7-31-17: Peregrine Provides Strategic Update
* Plans to Expand Board of Directors to Add CDMO and Biologics Industry Expertise
* Search for a Dedicated President to Head Avid Bioservices CDMO Business to Commence
* Continues to Evaluate Strategic Options for Advancing R&D Business
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1035083
TUSTIN, July 31, 2017: Peregrine Pharmaceuticals, Inc. (Nasdaq:PPHM) today announced that it intends to increase the size of its Board of Directors from 4 to up to 7 members through the addition of new highly-qualified independent directors with CDMO and biologics experience. The Company also announced that it plans to initiate a search for a dedicated President to lead its wholly-owned CDMO subsidiary, Avid Bioservices, Inc. Lastly, the Company today provided an update on its evaluation of strategic options for advancing its R&D business.
Addition of Board Members
"We look forward to adding new directors with valuable CDMO and biologics industry experience and skills to the Board, broadening our overall expertise and complementing the capabilities and experience of our current directors," said Carlton Johnson, Chairman of Peregrine's Board of Directors. "The Board and management will benefit from the additional perspectives provided by new directors who share our commitment to maximizing stockholder value."
"The Board has played an important role in supporting the growth of the CDMO business and has provided the management team with valuable insight and support over many years. This support was critical in allowing us to build a successful CDMO business while simultaneously advancing our R&D pipeline," said Steven King, President, CEO and Director of Peregrine and President of Avid Bioservices. "As we continue to evaluate a number of strategic options to sharpen the focus of each of our two distinct businesses and enhance shareholder value, I am confident that these planned additions will enhance our ability to successfully lead the Company through this critical process."
Search for Dedicated Avid Bioservices President
Peregrine also plans to appoint a new dedicated President to lead Avid and focus entirely on executing the CDMO business' growth strategy. The new President will report directly to Mr. King while the company continues to evaluate strategic options including potentially separating the R&D and CDMO businesses. The Company believes that the addition of the new President for Avid and the addition of board members with CDMO experience will strengthen Avid's position for future success regardless of the strategic alternatives the Company may pursue. Mr. King, who has served as President of Avid since its formation, will continue to serve in his current role until a candidate is hired in order to ensure continued high level services for its current customers and to make sure there is a successful and smooth transition to the new leadership.
Avid was formed in 2002 to service the attractive commercial bio-manufacturing market. Over the last 15 years, Avid has become a leader in implementing disposable bio-manufacturing processes at commercial scale for large molecule API manufacturing. The Company has achieved a premiere customer list, excellent regulatory track record and strong competitive position from which it can capitalize on favorable industry growth trends. In FY2017, Avid generated revenues of over $57 million and achieved a 5-year compounded annual revenue growth rate of 31%.
"Avid has experienced remarkable and steady growth over the last several years, and we are taking steps to ensure that it remains well-positioned to take advantage of the growing demand for biologics and biosimilar drugs," said King. "We have a clear strategic plan and proven track-record in our CDMO business, as evidenced by our investments in the state-of-the-art Myford facility, our progress securing new customers and expanding our services offerings, and our recent record financial results. With the addition of a new dedicated President, Avid will benefit from a leadership team focused solely on executing its long-term strategic plan of driving growth, diversifying its customer base and optimizing its operations and facilities."
R&D Business Update
Continued King, "At the same time, we are actively evaluating strategic options for advancing our R&D business. We are working with researchers at some of the leading research institutes in the world and have seen renewed and encouraging interest in the bavituximab program from influential key opinion leaders. We believe recent promising clinical data from our bavituximab program, in addition to our other R&D assets, strongly supports continued advancement of the pipeline with the goal of providing patients with new cancer treatment options. Leveraging the scientific expertise of key opinion leaders, we will apply great rigor in assessing additional investments and identifying the best way to move our R&D programs forward."
"As we recently noted on our Q4 conference call [7-14-17: http://tinyurl.com/yb4wulvu ], Peregrine is at the start of a transformative journey, which includes exploring strategic alternatives," said King. "We are focused on enhancing shareholder returns as we capitalize on long-term opportunities available to Avid and pursue the optimal path forward for our drug development franchise. The search for new Board members and a new dedicated leader for Avid mark the first in a series of planned strategic actions that will strengthen the position of Avid as a more independent and potentially as a completely independent entity with a focus on revenue growth and increased profitability. We will also continue to explore the best strategic alternatives for the R&D pipeline in order to maximize value for stockholders."
Peregrine will be working with a nationally recognized executive search firm to assist in identifying highly qualified candidates for the Avid President and Board of Directors positions. The Company intends to appoint a President to the Avid business in the coming months and include the identified directors in its slate of nominees for election to the Board at its next Annual Meeting of Stockholders. . .
Important Additional Information
Peregrine intends to file a proxy statement with the SEC in connection with the solicitation of proxies for Peregrine's 2017 Annual Meeting (Proxy Statement) [The 2016 ASM was on 10-13-16] with an associated WHITE proxy card. Peregrine, its directors and certain of its executive officers will be participants in the solicitation of proxies from stockholders in respect of the 2017 Annual Meeting. Information regarding the names of Peregrine's directors and executive officers and their respective interests in Peregrine by security holdings or otherwise is set forth in the 10-K of Peregrine, for FY2017 ended April 30, 2017, filed with the SEC on July 14, 2017 [10K: http://tinyurl.com/ycxu4l5n ], and Peregrine's proxy statement for the 2016 Annual Meeting, filed with the SEC on Aug. 26, 2016 [http://tinyurl.com/gsrmgs2 ]. To the extent holdings of such participants in Peregrine's securities are not reported, or have changed since the amounts described, in the 2016 proxy statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Details concerning the nominees of Peregrine's Board of Directors for election at the 2017 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain a copy of the definitive proxy statement and other documents filed by Peregrine free of charge from the SEC's website, www.sec.gov. Peregrine's stockholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to Peregrine, Corporate Secretary's Office, 14282 Franklin Ave. Tustin, CA 92780, by calling Peregrine's proxy solicitor, MacKenzie Partners, 800-322-2885, or from Peregrine's website at http://www.Peregrineinc.com .
[ALL SEC filings for PPHM: http://tinyurl.com/6d4jw8 ]
Contacts:
Stephanie Diaz (investors) Vida Strategic Partners 415-675-7401 sdiaz@vidasp.com
Tim Brons (media) Vida Strategic Partners 415-675-7402 tbrons@vidasp.com
7-20-17: Ronin Trading & SWIM Issue Letter to Employees of Peregrine
- Elaborate on Strategic Vision & Intentions with Respect to Peregrine
http://www.prnewswire.com/news-releases/ronin-trading-and-sw-investment-management-issue-letter-to-employees-of-peregrine-pharmaceuticals-300491208.html
SEC Form 14A: http://tinyurl.com/y8nohtz8
Dear Peregrine Employees:
Ronin Trading, LLC and SW Investment Mgt. LLC believe it is important that you understand a little more about us and what we are attempting to accomplish with our nominations of Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian for election to the Peregrine’s Board of Directors… As detailed in our 7-13-17 public letter to stockholders, we believe that the Company is suffering from mismanagement under the leadership of the incumbent Board that is comprised of egregiously compensated directors who lack relevant experience, possess an immaterial financial interest in the Company, and have histories of losses and questionable dealings outside of Peregrine. Rather than capitalize on the emergence of Peregrine's contract dev. & mfg. Business (“CMDO”), Avid Bioservices, the incumbents have elected to use Avid to support the unsuccessful development of bavituximab. We believe this is a mistake and that the Company and all of its stakeholders – stockholders, employees, and customers – would benefit from a focus on Avid. We want to invest more capital in Avid. We believe Peregrine should invest significantly more into Avid's people, capacity and technology – the only investments to date that have created value for Peregrine. Because of Avid's high return on capital, excellent competitive position and great regulatory track record, we believe that addl. investment will create even more value. Meanwhile, public & private market valuations for CDMOs remain very high, indicating the future return potential for businesses such as Avid. Avid should not be competing for capital with an unsuccessful drug dev. program; instead, it desperately needs a structure where it can invest for growth, free from the handicap of a mgt. team that forces it to prop up a failed clinical dev. business. Increased investment into Avid would also bring much-needed comfort to Avid's customers and the Company's other stakeholders. We appreciate how unsettling it is to see Peregrine's auditor raise substantial doubt as to the Company's ability to continue as a going concern. We are confident that these doubts would be alleviated by focusing on profitably growing Avid and not diverting resources to unrelated clinical dev. activities. We want to attract and retain the best employees for Avid. We genuinely appreciate that the value in CDMOs is as much (if not more) about the people as it is about the physical assets. We want Avid to attract and retain the best talent available, but that will only be possible with the following changes.
First, Peregrine needs a vastly improved culture, which begins with directors and mgt. who possess relevant experience, successful track records, and a true appreciation for Avid's business. Avid can no longer be treated as little more than a means to support extraneous pursuits. Employees deserve strong commitments from a knowledgeable, ethical mgt. team that is focused on growing Avid over the long-run. Second, incentive alignment is a critically important element to the success of any organization. As such, employees should be rewarded with better equity incentive compensation, and this compensation should reflect the work they do. This will only be possible if Peregrine immediately halts all clinical dev. work and reorganizes so that the price of Peregrine's stock is determined by the success of Avid rather than the struggles of clinical development. We are NOT unconditionally wedded to Peregrine's clinical dev. activities. While we acknowledge that there are always varying opinions on the prospects for any drug candidate, the evidence against bavituximab is clear. Despite hundreds of millions in R&D, this drug candidate has not produced any statistically significant results showing improvement in cancer survival rates, has no large partners and no identifiable quotes from key opinion leaders. No amount of "excitement" over data mining from Peregrine's current mgt. changes these facts. We want an independent & objective review of Peregrine's clinical dev. activities, and we believe our director candidates are highly qualified to undertake this review and run a monetization process. However, it is critically important to understand that regardless of anyone's opinion of Peregrine's clinical dev. assets, the Company has NO ability to underwrite any further R&D without simultaneously destroying the value of Avid. For this reason alone, Peregrine must immediately halt all clinical dev. R&D and cut the associated expenses.
We are NOT trying to sell the Company. We are not short-term investors looking to make a quick buck. In fact, when President & CEO Steven W. King previously privately acknowledged to us that the Company had considered selling all or a portion of Avid, we expressed our strong disapproval of any such transaction and belief that it would be contrary to the best interests of the Company and its stockholders. Instead, we insisted that the best option was to focus on taking a long-term view of Avid while managing Peregrine far more sensibly. We reminded Mr. King that a sale of Avid would require stockholder approval and cautioned against attempting to structure a transaction in a manner that would not require stockholder approval. We also explained to Mr. King that a spin-off transaction would be effectively impossible because of Peregrine's approx. $650mm tax-loss carryforward asset and the fact that Peregrine's clinical dev. has no ability to independently support its operations. We are NOT nominating ourselves to the Board. With the Company's 3 non-employee directors collectively earning over $10mm in total compensation since the start of FY2010 (not even including whatever they have received since April 30, 2016), we believe the incumbent directors are grossly overcompensated. We have no interest in receiving this exorbitant compensation at the expense of stockholders; rather, we want to profit with all other stockholders, which is why we are seeking the election of highly qualified, experienced, and reputable candidates who believe will be able to create value for all stockholders and bring stability to the Company for its employees and customers. We fully expect that director compensation will be appropriately adjusted downward once new independent directors capable of acting in stockholders' best interests are elected to the Board. We are NOT "activist" investors. We have not nominated our director candidates because it fulfills our investment strategy. Even 13D Monitor, a research service specializing in shareholder activism, recently noted that "Neither Ronin Capital nor SW Investment (the "Group") are activist investors…" when commenting on our involvement with the Company. Instead, we are simply stockholders who saw a great opportunity to grow Peregrine over the long-run, but realized that change was desperately needed to address the Company's troubling corporate governance practices & strategic miscues. We saw an excellent chance to create value for all stockholders and send a resounding message that poor corporate governance, mismanagement and anything less than the highest ethical standards will no longer be tolerated at Peregrine. We are here to provide a voice for frustrated stockholders and show that there is a light at the end of the tunnel for the Company's customers & employees. Facing the stark reality that their lengthy tenure of unjustifiably high compensation may be coming to an end, we caution the incumbent Board members against taking any action to further entrench themselves or otherwise to the detriment of the Company. Any attempts by the incumbents to delay the upcoming annual meeting, further enrich themselves, or engage in a material transaction without stockholder approval will not be tolerated. We encourage you to let Mr. King and the other members of the Board know that you feel the same way. We look forward to disrupting the culture of entrenchment and seeking the election of our highly-qualified indep. candidates, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian, at the upcoming 2017 annual meeting of stockholders.
Regards,
John S. Stafford III - RONIN TRADING, LLC
Stephen White - SW Investment Mgt. LLC
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS:
Ronin Trading intends to file a preliminary proxy statement and an accompanying proxy card with the SEC to be used to solicit votes for the election of its slate of 3 highly qualified director nominees at the 2017 annual meeting of stockholders Peregrine.
RONIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT http://www.sec.gov ...
The participants in the solicitation are Ronin Trading, John S. Stafford, III, SWIM Partners LP, SW Investment Mgt. LLC, Stephen White, Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian.
As of the date hereof, Ronin Trading directly beneficially owned 3,310,651 shares… Mr. White, as the Mgr. of SW Mgt., may be deemed to beneficially own the 641,795 shares [13D Group: 3,310,651 + 641,795 = 3,952,446, 8.8% of 45,069,188 O/S at 7-10-17]... As of the date hereof, Messrs. Sargen, Scanlan, and Zarrabian did not beneficially own any securities of the Company.
Investor Contact: Stephen White, SW Investment Mgt. LLC, 312- 765-7033
7-20-17 SEC Form 14A: http://tinyurl.com/y8nohtz8
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7-21-17: PPHM’s CEO Steve King’s Letter to Employees re: (Ronin) John Stafford’s 7-20-17 Letter
14A: http://ir.peregrineinc.com/secfiling.cfm?filingID=1683168-17-1828&CIK=704562
Team,
As you may have seen, yesterday two of our stockholders, Ronin Trading, LLC and SW Investment Management LLC, issued a press release directed to you, our employees. This is the same group that put out a press release last week addressed to our stockholders. Both releases are focused on three candidates Ronin/SWIM have nominated for election to our Board of Directors, as well as their overall view of our business. Unfortunately, activist shareholders are a reality for public companies today. While I won’t be addressing every communication from Ronin and SWIM, I am quite sure we will be hearing more from them.
What is most important for all of us here at Peregrine and Avid is to stay focused on the needs of our business. That is what I and the management team and Board are doing, and it is what I would ask of each of you.
To that end, as I’ve shared with all of you in the past, we have a clear plan to grow the Avid business – as demonstrated by our recent investment in Myford 1. Our customer base, which includes leading pharma companies, and strong financial results, are good indications that we are on the right track for continued growth in that business.
At the same time, we are working hard with partners and leading experts on the next steps in our R&D program, especially in light of the recent and compelling data supporting the combination of bavituximab and checkpoint inhibitors. We are fortunate to be working with some of the foremost medical institutions in the world, and they share our excitement in this recent data.
And in addition to all of that, as everyone here is aware and as I mentioned on our earnings call last week, our Board and management team are assessing the best structure to deliver on the respective missions of each business – for our customers, for our partners, for our employees and for our stockholders. Our CDMO & R&D businesses have very different operating models and needs, and we are focused on positioning each of them for success.
As always, please direct any media inquiries to myself and stockholder inquiries to Stephanie Diaz of Vida Strategic Partners at (415) 675-7401.
Thank you for your hard work and commitment to Peregrine and Avid.
Sincerely,
Steve
IMPORTANT ADDITIONAL INFORMATION:
Peregrine intends to file a proxy statement with the SEC in connection with the solicitation of proxies for Peregrine’s 2017 Annual Meeting (the “Proxy Statement”) with an associated WHITE proxy card. Peregrine, its directors, and certain of its executive officers will be participants in the solicitation of proxies from stockholders in respect of the 2017 ASM [~10-12-17]. Information regarding the names of Peregrine’s directors & executive officers and their respective interests in Peregrine by security holdings or otherwise is set forth in the Annual Report on Form 10-K of Peregrine, for FY April 30, 2017, filed 7-14-17 [ http://tinyurl.com/ycxu4l5n ], and Peregrine’s proxy statement for the 2016 Annual Meeting, filed with the SEC on Aug. 26, 2016 [ http://tinyurl.com/gsrmgs2 ]. To the extent holdings of such participants in Peregrine’s securities are not reported, or have changed since the amounts described, in the 2016 proxy statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Details concerning the nominees of Peregrine’s Board of Directors for election at the 2017 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain a copy of the definitive proxy statement and other documents filed by Peregrine free of charge from the SEC’s website, http://www.sec.gov . Peregrine’s stockholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to Peregrine, Corporate Secretary’s Office, 14282 Franklin Avenue, Tustin, CA 92780, by calling Peregrine’s proxy solicitor, MacKenzie Partners, Inc., 800-322-2885, or from Peregrine’s website at http://www.Peregrine.com .
7-21-17 SEC Form 14A: http://tinyurl.com/yaoppm3z
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7-13-17: Ronin & SW-Invest Issue Letter to Stockholders of Peregrine Pharmaceuticals
* Believe Change is Desperately Needed to Peregrine's Board Given Current Strategy, Poor Corporate Governance, Apparent Misalignment of Interests with Stockholders, and Constant Dilution
* Announces Nomination of Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian for Election at Upcoming 2017 Annual Meeting
CHICAGO, July 13, 2017, PR Newswire:
Ronin Trading, LLC [John Stafford III] and SW Investment Mgt. LLC [Stephen White] (together with the other participants in their solicitation, "Ronin"), collectively the 2nd largest stockholder of Peregrine Pharmaceuticals, Inc. (NASDAQ: PPHM), with aggregate beneficial ownership of approx. 8.8% of the Company's outstanding shares of common stock, today issued a letter to Peregrine's stockholders.
In the letter, Ronin announced that it has formally nominated 3 independent, highly-qualified candidates, Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian, for election to the Company's Board of Directors at the Company's upcoming 2017 annual meeting of stockholders [~Oct. 12, 2017].
As explained in the letter, Ronin believes that there are opportunities to increase stockholder value; however, Ronin is concerned that stockholders will continue to suffer unless the Board is reconstituted with directors who will represent stockholders' best interests. The full text of the letter follows. . .
FULL LETTER w/Charts: http://tinyurl.com/y96wtrdb (PRNewswire)
7-13-17/Schd14A Proxy: http://tinyurl.com/y7tx3mv3 (14A)
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7-13-17: Peregrine Pharmaceuticals Issues Statement Regarding Ronin Trading & SW Investment Mgt.'s Letter to Stockholders
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1033161
TUSTIN, July 13, 2017: Peregrine Pharmaceuticals, Inc. (NASDAQ:PPHM) today confirmed that Ronin Trading, LLC and SW Investment Mgt. LLC (together, "Ronin/SWIM") submitted 3 candidates for election to the Peregrine Board of Directors at the Company's Annual Meeting of Stockholders. The Company issued the following statement on Ronin/SWIM's nomination of directors and its letter to the Peregrine stockholders:
"Peregrine welcomes the input of our stockholders and is committed to maintaining a highly qualified Board to lead the company forward. We respect the right of stockholders to nominate directors and our Board follows a defined process to evaluate any potential nominees. Our Nominating Committee will carefully evaluate Ronin/SWIM's nominees consistent with that process. Following the Committee's review, it will make a recommendation to the Board that is in the best interests of Peregrine and all of our stockholders. Stockholders need take no action at this time.
"We are actively engaged in an ongoing dialogue with our stockholders and welcome their constructive input on how we can further strengthen the company. We have engaged in various discussions with representatives of Ronin Trading and SW Investment Mgt. and welcome a constructive dialogue toward enhancing value.
"Peregrine's Board, which has a deep understanding of the Company's R&D and CDMO business lines, has been actively involved in setting and overseeing a strategy that has delivered meaningful growth over the past five years in our CDMO business and promising progress in our R&D efforts while substantially reducing R&D spend.
"Our Board is committed to maximizing value for all stockholders. Peregrine will continue to evaluate stockholder input, assess opportunities and make decisions to achieve this objective."
ABOUT PEREGRINE PHARMACEUTICALS (snip)
MEDIA CONTACTS: John Christiansen / Matt Reid, Sard Verbinnen & Co, (415) 618-8750 / (310) 201-2040 http://www.sardverb.com
INVESTOR CONTACTS: Stephanie Diaz, Vida Strategic Partners, (415) 675-7401
= = = = = = = = = =RONIN/SWInvest 13D DETAIL TRANS:
7-14-17/13D(COMMON+PREFERRED): Ronin/SWPartners adds 34,891/Common + 3,600/Pref. Jun29-Jul7 http://tinyurl.com/ybra4s69
6-29-17: SWIM adds 14,286 Common @4.01
6-29-17: SW-Invest adds 7,143 Common @4.01
7-7-17: SWIM adds 8,974 Common @3.91
7-7-17: SW-Invest adds 4,486 Common @3.91
7-7-17: Ronin adds 3,600 Preferred @22.00
**NOTE 2nd 7-14-17 13D: http://tinyurl.com/y7tcoqja – documents the 7-12-17 letter from Ronin to PPHM nominating Gregory P. Sargen, Brian W. Scanlan, Saiid Zarrabian for election to PPHM’s BOD the upcoming ~10-12-17 ASM., as well as the 7-13-17 Ronin PR.
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7-13-17: Ronin/SW-Invest Letter to Stockholders; PPHM Comments http://tinyurl.com/ybr8ycbp
6-29-17/13D: Group Ronin/SWIM adds 7,143sh. on 6-21-17, bringing total Common to 3,766,248, 8.4% of Common O/S (45,069,188 at 7-10-17). http://tinyurl.com/y9sp8bfv (13D filed June29)
….See the 13D for the one purchase of 7,143sh. of COMMON by SWIM Partners (Stephen White) on 6-21-17 at $4.10. 13D triggering event: On 6-27-17, Mr. Stafford (sole, indirect beneficial owner) transferred all his 3,306,366sh./Common (which includes 132,975 shares of Common issuable upon conv. of 111,699/Preferred x8.333/7) from Ronin Capital LLC to Ronin Trading LLC.
6-20-17/13D(COMMON ONLY): Group Ronin/SWIM adds 378,170 (Mar10-June16), bringing total Common to 3,759,105, 8.8% of Common O/S(42,529,925 at 3-10-17). http://tinyurl.com/y76q5rqu (13D filed June20)
….See the 13D for the 23 purchases of 378,170sh. of COMMON by Ronin+SW 3-10-17 thru 6-17-17. (prices range from 3.57 – 4.97)
5-19-17/13D(PREFERRED ONLY): Group Ronin/SWIM adds 23,140 (May1-May17), bringing total Preferred to 123,499, 7.5% of Preferred O/S(1,647,760 at 1-31-17). http://tinyurl.com/mgnn92x (13D filed May19)
…...On May1, 2017, Ronin Capital pur. 7,200 sh. Preferred @$22.51
…...On May15, 2017, Ronin Capital pur. 4,740 sh. Preferred @$22.20
…...On May17, 2017, Ronin Capital pur. 4,700 sh. Preferred @22.04
…...On May12, 2017, SW-InvestMgt pur. 700 sh. Preferred @$21.15
…...On May17, 2017, SW-InvestMgt pur. 1,120 sh. Preferred @$22.07
…...On May12, 2017, SWIM-Partners pur. 1,800 sh. Preferred @$22.15
…...On May17, 2017, SWIM-Partners pur. 2,880 sh. Preferred @$22.07
TOTAL OWNED 5-19-17: Ronin=111,699, SW-InvestMgt=3,120, SWIM-Partners=8,680 =>GROUP=123,499sh.
4-17-17/13D(PREFERRED ONLY): Ronin adds 23,334 (Mar28-Apr10), bringing total Group Preferred to 100,359, 6.1% of Preferred O/S(1,647,760 at 1-31-17).
http://tinyurl.com/lanjddc (13D filed Apr17)
…...On Mar28, 2017, Ronin Capital pur. 1,807 sh. Preferred @$21.60
…...On Apr6, 2017, Ronin Capital pur. 5,817 sh. Preferred @$22.16
…...On Apr7, 2017, Ronin Capital pur. 10,510 sh. Preferred @22.06
…...On Apr10, 2017, Ronin Capital pur. 5,200 sh. Preferred @$21.96
TOTAL OWNED 4-17-17: Ronin=95,059, SW-InvestMgt=1,300, SWIM-Partners=4,000 =>GROUP=100,359sh.
3-10-17/13D(COMMON+PREFERRED): Ronin adds ~3mm/Common & 25,661/Preferred Mar2-9. Group ownership now: 3,380,934/common and 77,025/preferred. http://tinyurl.com/ydxra96u
3-2-17/13D#1(COMMON+PREFERRED Combined): Ronin(John Stafford III) & SW-Partners/SWIM(Stephen White) accum. all of their common & preferred from 1/20/17 – 3/1/17. Group ownership now: 2,947,425/common and 51,364/preferred. http://tinyurl.com/jr42u23
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NOTES/13D: "Each share of Preferred Stock is convertible into a #shares of Common determined by dividing the liquidation preference of $25/sh. by the conv. price, currently $21.00/sh. (8.333/7=1.19048). The Group for purposes of 13D also holds 5% or more of the Common Stock of Peregrine as reported in its separate 13D filed on Mar. 2, 2017, amended Mar. 8, 2017.”
NOTES:
* 13D Group: “people that share the furtherance of a common objective/concerted action”.
* 13D’s are reserved for ACTIVE INVESTORS who may be “interested in agitating for some kind of a change at the company”.
* See John Stafford III/XENCOR BOD(18yrs service): http://tinyurl.com/hcmsv8p
* Ronin Capital LLC: http://www.ronin-capital.com https://www.linkedin.com/company/ronin-capital
* For calc’ing total stake (Common+Preferred), using curr. conv. rate of 8.333/7=~1.19 sh./Common per one share of Series E Convertible Preferred.
ALL SEC filings for PPHM: http://tinyurl.com/6d4jw8
Inst. Holdings (Nasdaq.com) - updated qtly, 45-days after each q/e cutoff: http://www.nasdaq.com/symbol/pphm/institutional-holdings
PPHM's Corp. Bylaws (a/o 11-14-14, 8-K): http://tinyurl.com/y8hsppea
Poison Pill adopted 3-16-06: http://tinyurl.com/yvypvh - 44-pg SEC filing: http://tinyurl.com/5m57ut
...BUNGLER explains Poison Pill in plain language: http://tinyurl.com/mft4nd6
5-15-17: Parties Settle 2013 Shareholder Derivative CA Lawsuit vs. BOD(re: Fiduciary Duties) http://tinyurl.com/y982h3rt
