Enzo Biochem, Inc. (NYSE:ENZ) (the “Company”) today disclosed that Harbert Discovery Fund, LP (“Harbert”) filed a lawsuit against the Company and the members of its board of directors (“Board”) in the U.S. District Court for the Southern District of New York.
Enzo commented as follows:
“We are disappointed but not surprised by the actions of Harbert. Harbert has acted to disenfranchise Enzo shareholders and taken the extraordinarily aggressive step of filing a meritless lawsuit against our Company and our directors in order to deny shareholders their right to vote on a proposal to expand the size of the Board, a proposal we added to the Annual Meeting agenda as a result of feedback from investors. Harbert is demanding that the court invalidate our proposal to provide shareholders an additional choice of how to constitute their Board or, alternatively, asking the court to require approval by an 80% supermajority of outstanding shares.
This lawsuit underscores in stark terms that Harbert is not interested in shareholder democracy or allowing other shareholders the ability to decide the future of Enzo’s Board composition and structure. By filing this lawsuit, Harbert demonstrates its fear that the majority of Enzo shareholders will support the Enzo proposal and Harbert’s willingness to resort to extraordinary tactics to circumvent the will of Enzo shareholders. This reveals what we have previously stated is Harbert’s true aim: to take effective control of the Company regardless of the desires of Enzo’s other shareholders. This appears to be the real reason why Harbert has rejected our multiple attempts to resolve this contest amicably.
Enzo is determined to defend against this lawsuit, which appears to be a bullying tactic designed to intimidate Enzo’s directors into withdrawing its Board expansion proposal, in order to allow its shareholders to have a say on whether or not to expand the size of the Board.”
Important Additional Information and Where to Find It
Enzo Biochem, Inc. (the “Company”) has filed and mailed to shareholders a definitive proxy statement and proxy supplement on Schedule 14A and accompanying WHITE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders with respect to its 2019 Annual Meeting of Shareholders. The Company has filed in preliminary form and intends to file and mail to shareholders a new definitive proxy supplement and new GOLD proxy card. Shareholders are strongly encouraged to read the Company’s proxy statement, proxy supplements, accompanying GOLD proxy card and all other documents filed with the SEC as they become available carefully and in their entirety as they contain important information.