SAN DIEGO and PENNINGTON, N.J., Oct. 21, 2019 /PRNewswire/ -- OncoSec Medical Incorporated (OncoSec) (NASDAQ: ONCS), a company developing late-stage intratumoral cancer immunotherapies, today released the following Letter to Shareholders from CEO Daniel J. O'Connor regarding the recently-announced strategic transaction with Grand Decade Developments Limited, a direct wholly-owned subsidiary of China Grand Pharmaceutical and Healthcare Holdings Limited (CGP) (HKG:512) and its affiliate, Sirtex Medical US Holdings, Inc. (Sirtex).
Dear Fellow OncoSec Shareholders,
On Thursday, October 10, 2019, we announced an important strategic transaction with China Grand Pharmaceutical and Healthcare Holdings (CGP) and its U.S. affiliate, Sirtex Medical Holdings, Inc. (Sirtex) that we believe is in the best interest for all OncoSec shareholders1. In summary, upon approval of our shareholders, this transaction would bring a $30 million cash infusion at a premium to our recent price per share and fund both of our ongoing KEYNOTE clinical trials of TAVO in combination with Merck's KEYTRUDA® to completion.
Over the next several weeks, we will be actively communicating with you regarding the shareholder value this strategic transaction creates.
While we believe there are numerous shareholder positives, we wish to begin by calling to your attention several very important benefits of this strategic transaction:
• Should CGP seek to offer to acquire the outstanding shares of OncoSec within the 12 months following the closing of the transaction, the offer price for the outstanding shares of OncoSec must be the greater of $4.50 per share or 110% of the last closing stock price of the common stock on the date prior to making such an offer. This is not a right to acquire the outstanding shares of OncoSec for $4.50 or higher, but rather the ability to offer to do so. The OncoSec Board is not obligated to accept any such offer and would evaluate it based on the best interest of OncoSec shareholders at that time. In addition, following the initial transaction, CGP and Sirtex will not have a majority of the Board of Directors and would be entitled to a total of only three of nine seats on the OncoSec Board of Directors as a result of the transaction.
• This establishes a very favorable floor, not a ceiling, on a potential acquisition price at a significant premium from our current valuation. For example, should the stock be trading above $4.50 and CGP wishes to offer to acquire the outstanding shares, CGP would be required to offer at least 110% of the stock price at that time (i.e., if the stock is trading at $7.00, CGP would need to offer at least $7.70). Again, the OncoSec Board of Directors is not obligated to accept any such offer and would evaluate it based on the best interests of OncoSec shareholders.
For this transaction to be approved, an affirmative vote from a majority of OncoSec's shareholders is required. Please note, because of the nature of the proposed transaction, your broker cannot vote your shares for you. Therefore, in order for your vote to count, you will need to vote yourself.
To this end, you will receive a Proxy Statement seeking your "YES" vote regarding the strategic investment by CGP and Sirtex. This Proxy will guide you through the voting process and how to vote using the WHITE proxy card that will be included.
We look forward to continuing to communicate to you the advantages we believe this strategic alliance would offer OncoSec and you as its shareholder.
Sincerely,
Daniel O'Connor
President, Director & CEO
OncoSec Medical Incorporated
