OncoSec Says Alpha Holdings' Proposal 'is Simply Its Latest Desperate Attempt to Mislead Shareholders and Distort the Facts'; Encourages Shareholders To Vote For CGP/Sirtex Transaction

Alpha has Made no Formal Proposal and Has Not Contacted OncoSec at All Regarding the So-Called Proposal Outlined in its Latest Release OncoSec Believes Alpha’s Release is Simply Its Latest Desperate Attempt to

Benzinga · 12/20/2019 20:18

Alpha has Made no Formal Proposal and Has Not Contacted OncoSec at All Regarding the So-Called Proposal Outlined in its Latest Release

OncoSec Believes Alpha’s Release is Simply Its Latest Desperate Attempt to Mislead Shareholders and Distort the Facts

SAN DIEGO & PENNINGTON, N.J.--(BUSINESS WIRE)-- OncoSec Medical Incorporated (NASDAQ:ONCS), (the “Company” or “OncoSec”) today issued the following response to the latest press release from Alpha Holdings, Inc. (Alpha):

“Throughout its campaign to stop OncoSec’s proposed strategic transaction (the “CGP/Sirtex Transaction”) with Grand Decade Developments Limited, a wholly owned subsidiary of China Grand Pharmaceutical and Healthcare Holdings Limited (“CGP”) and its U.S. affiliate, Sirtex Medical US Holdings, Inc. (“Sirtex”), Alpha has repeatedly sought to mislead shareholders by omitting or distorting the facts, and its latest so-called “proposal” is simply another example of this troubling trend.

The “Alpha Consortium” has never contacted the Company regarding this financing proposal – OncoSec only learned of it via Alpha’s press release. In our view, this is simply an attempt to distract shareholders from the clear merits of the CGP/Sirtex Transaction.

Although Alpha’s public statement lacks specific details, even the scant information provided makes it evident that the so-called “proposal” is inferior to the CGP/Sirtex Transaction.

Shareholders should ask themselves, “Why is Alpha just now putting forward a proposal when they have known about the potential of the CGP/Sirtex Transaction for more than seven months now (since May 2019)?” In our view, Alpha is only doing this now because it fears that there is overwhelming support for the CGP/Sirtex Transaction from OncoSec shareholders.

Even if Alpha were to behave like a truly interested partner and make a formal proposal, consider the following:

  • First, the so-called “proposal” does not come at a premium to market, whereas the CGP/Sirtex Transaction was at a 52% premium to the closing price on the day prior to the announcement of the CGP/Sirtex Transaction.
  • Second, the so-called “proposal” includes convertible bonds. OncoSec made sure that the CGP/Sirtex Transaction avoided any debt whatsoever, including any warrants. Debt is the death knell of any biotech company, and Alpha should know this.
  • Third, the so-called “Alpha Consortium” will purportedly provide $20 million over the next 12 months. Again, Alpha has provided no details. What are the contingencies? What is the price? Is it, like the $10M, a debt financing? No information is provided. The CGP/Sirtex Transaction, on the other hand, provides all cash immediately.

Alpha’s press release is again filled with misleading claims, including the implication that there is a “golden parachute” to be paid here to management. There are no such payments to be made under the CGP/Sirtex Transaction because it is NOT A CHANGE OF CONTROL under any management contract or plan—as Alpha itself has acknowledged.”

Additional information about the CGP/Sirtex Transaction and how to vote can be found at https://advancingoncosec.com/.