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Wednesday, November 25, 2015 2:52:05 PM
Further to our recent discussions, I am writing to ask you to formally accept our proposal to appoint an independent non-executive director to the Board. As we have stated, we believe that, at your current stage of development, the Company and its shareholders would greatly benefit from the appointment of one or more directors with the skills and experience to provide significant contributions and oversight to the Company’s operations and growth.
As a result of this formal proposal, we are now required to amend our last filing with the Securities and Exchange Commission (SEC) on Schedule 13D under the Securities Exchange Act of 1934. The amendment to this filing reflects our request for a Board appointment and our transition from our customary passive stance to be an active shareholder in the Company.
Woodford has also engaged Freeh Group International Solutions, a specialist firm serving in the areas of business integrity, compliance and investigations, to provide risk management services to us in relation to our investment in Northwest Bio. These services include the provision of a suitably qualified candidate, Mr Elliott Leary, for appointment to the Company’s Board. Following your agreement in principle to this proposal on 13 November, 2015, we submitted a highly qualified candidate who met with the Board last week.
We proposed the candidate on account of his skills and experience –
particularly his financial expertise, which we believe would make a
significant contribution to the Company at this stage of its development. We believe the candidate’s skills are especially suited to the current situation of the Company in relation to the various allegations of financial improprieties and regulatory failure that have been published by at least one anonymous source. We would like to note that we only became aware of certain of these allegations after the completion of our recent investment in the Company comprising US $30 million in new equity. We believe that best practices for companies addressing allegations of this nature require the Board to convene a special committee composed only of conflict-free non-executive directors and engaging external counsel who have not previously provided legal services to the Company.
Accordingly, we recommend that the Board convene such a special committee in this instance and that they action the proposal to strengthen the Board’s contingent of non-executive directors through the addition of someone with extensive experience of accounting and financial matters. In this way, we, and other investors can then be satisfied that the Company will have the benefit of a fully independent investigation.
We look forward to your positive response to our proposal which reflects the interests of our clients and funds’ investors and our aim to protect our investment in the Company (having been its central investor in its most recent fundraisings). We believe that the size of our shareholding position as well as the stage of the Company’s life cycle require that the Board seriously and urgently address this proposal.
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