$SNCA MERGER 2/9/21
https://finance.yahoo.com/news/seneca-stockholder-letter-110000795.html
Tue, March 30, 2021, 7:00 AM·9 min read
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GERMANTOWN, Md., March 30, 2021 /PRNewswire/ --
To Our Valued Stockholders:
We are writing to reaffirm our strong belief that Seneca Biopharma's proposed merger with Leading Biosciences (the "Merger") is in the best interests of all stockholders and urge your support at the Company's Special Meeting scheduled for April 9, 2021.
After a thorough review process that included an evaluation of multiple alternatives, Seneca's Board ultimately concluded the Merger offers the most compelling opportunity for its stockholders. Seneca's board recommends voting in favor of the proposals (including the reverse stock split) for the following reasons:
The post-Merger combined company (to be re-named Palisade Bio) will be well-positioned to pursue Leading Biosciences' pipeline of novel therapeutics
Palisade Bio has capital support from a regional hospital system and Altium Capital and transaction has the endorsement of leading proxy advisory firm ISS
Accomplished and proven management team and Board of Directors
The Merger provides a compelling value proposition for Seneca's stockholders
As indicated in the Company's proxy statement (link: https://www.sec.gov/Archives/edgar/data/0001357459/000117184321000977/f424b3_021121.htm), Seneca's Board recommends stockholders vote FOR all proposals at the Special Meeting. Proposals #1 and #2 are critical because the Merger cannot be consummated without their approval. We therefore urge all stockholders to vote FOR the merger for the reasons outlined above, including proposal #1, the reverse stock split, which is a pre-requisite to close the merger and enables Palisade Bio to meet Nasdaq's listing requirements.
Recent changes in how some brokerage firms cast votes on behalf of their clients has impacted voter turnout at Seneca and all public companies with a meaningful retail shareholder base. As a result, based on the higher vote requirement of a majority of all outstanding shares needed to approve the reverse stock split (compared to merely a majority of votes cast required for all other proposals), Seneca adjourned the Special Meeting until April 9, 2021 to enable additional time for stockholders to consider and vote on all proposals.
Seneca's Board, as well as LBS and Altium, remains fully supportive of the Merger. We urge all stockholders to support it as well by voting FOR all proposals at the Special Meeting. Regardless of the number of shares of our common stock that you own, even if you no longer hold Seneca shares, your vote is very important and will be greatly appreciated. Thank you for your continued support, interest, and investment in Seneca Biopharma, Inc.
Sincerely,
Seneca Biopharma
PLEASE VOTE
YOUR VOTE MAY IMPACT THE VALUE OF YOUR INVESTMENT AND THE FUTURE OF SENECA BIOPHARMA, INC.
According to our latest records, we may not have received your vote – PLEASE VOTE TODAY BY CALLING TOLL-FREE: 1-855-682-2019!
About Seneca Biopharma, Inc.
Seneca is a clinical-stage biopharmaceutical company developing novel treatments for diseases of high unmet medical need. On December 17, 2020, Seneca announced that it had entered into a definitive merger agreement with LBS, a privately held company focused on developing novel therapeutics to improve human health through therapeutic protection of the gastrointestinal mucosal barrier.
About Leading BioSciences, Inc.
LBS is developing novel therapeutics designed to improve human health through therapeutic protection of the gastrointestinal mucosal barrier. LBS' initial focus is combatting the interruption of GI function (ileus) following major surgery in order to reduce recovery times and shorten the duration of patient hospital stays. Additionally, LBS believes that its investigational therapies have the potential to prevent the formation of postoperative adhesions (reducing hospital re-admissions and additional surgeries), as well as to address the myriad health conditions and complications associated with chronic disruption of the gastrointestinal mucosal barrier.
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