Latest news with #DavidPidduck
Hamilton Spectator
2 days ago
- Business
- Hamilton Spectator
MediPharm Reminds Shareholders to Vote in Advance of June 13 Deadline
TORONTO, June 11, 2025 (GLOBE NEWSWIRE) — MediPharm Labs Corp. (TSX: LABS) (OTCQB: MEDIF) (FSE: MLZ) ('MediPharm,' the 'Company,' 'we' or 'us'), a pharmaceutical company specialized in precision-based cannabinoids, today reminded its shareholders that the deadline is approaching to cast your vote for the upcoming Annual and Special Meeting of Shareholders on June 16, 2025 (the 'Meeting'). All votes must be received no later than 3:00 p.m. (Eastern time) on Friday, June 13, 2025. We encourage shareholders to please vote using ONLY the GREEN proxy or GREEN voting instruction card and to support each of the director nominees recommended by MediPharm's Board of Directors (the 'Board') and the other matters being considered at the Meeting. To ensure your proxy is counted at the Meeting, please submit it well in advance of the June 13 proxy cut-off. Please remember that your vote is important, regardless of the number of shares you own. MediPharm's Strategy Is Working MediPharm has undergone a successful transformation over the past three years, led by David Pidduck who joined as CEO in April 2022. Faced with negative gross margins and an operating loss of $48.9 million in 2021, the Company implemented a plan to refocus operations, prioritizing the most strategic business lines, divesting of non-core assets and reducing operating costs. The acquisition of VIVO Cannabis Inc. in April 2023 provided a foundation to accelerate international growth and realize synergies from combining the two companies. We described our strategic turnaround in a Chair's Letter to Shareholders dated May 11, 2025 . In Q1 2025, we continued our track record of year-over-year revenue growth, led by an 87% revenue increase in the international medical market which now represents more than half our revenue. We achieved positive Adjusted EBITDA1 for the first time in more than five years and our gross profit margin of 38.7% was the highest in more than five years. Operating loss narrowed to less than $0.5 million, an improvement of more than $3 million from Q1 2024. A strong cash position with virtually no debt enabled us to invest in inventory to pursue near-term growth opportunities. With diversification in our product mix and sales channels, a strong reputation as a GMP-certified producer and expanding international partnerships, MediPharm has established a solid foundation for further growth. We are confident the strategy and team currently in place is the best way to create sustainable value. The Dissident Group has NOT Made a Case for Change Apollo Technology Capital Corp. ('Apollo'), led by Chairman and CEO Regan McGee, and former MediPharm CEO and director Patrick McCutcheon (collectively, the 'Concerned Stakeholder'), have filed an amended and restated dissident proxy circular dated May 15, 2025, as updated by an addendum dated June 4, 2025, nominating six alternative directors (the 'Dissident Nominees') for the Board. In recent weeks we have described numerous deficiencies in Apollo's plan and the track record of Mr. McGee and the other Dissident Nominees. With the addition of Pat McCutcheon to the dissident team, a number of new concerns now emerge. Important points for shareholders to remember include the following. Patrick McCutcheon's Tenure at MediPharm Mr. McCutcheon, who is now formally acknowledged as a member of the Concerned Stakeholder dissident group, served as CEO of MediPharm until December 10, 2020, Chairman of the Board until August 16, 2021, and as a director until December 7, 2021. While Apollo has been critical of the current leadership team's performance on such measures as share price, revenue growth, gross profit, cash usage and operating loss, we note the following about Mr. McCutcheon's track record with the Company. The Board urges shareholders to send Mr. McGee and Mr. McCutcheon a strong message that you want to stop their expensive and aggressive attacks against your Company. Vote for the Highly Qualified MediPharm Nominees MediPharm urges shareholders to vote only using the GREEN proxy or GREEN voting instruction form in support of all of the Company's nominees and resolutions. To ensure your vote is counted, shareholders are encouraged to proactively contact their broker to obtain their 16-digit control number associated with the GREEN management proxy. Once received, you can cast your vote by visiting . You may receive materials or outreach from the dissident — please disregard any such communications and vote only using the GREEN proxy in support of the Company's nominees. About MediPharm Labs Founded in 2015, MediPharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients (API) and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities for delivery of pure, trusted and precision-dosed cannabis products for its customers. MediPharm Labs develops, formulates, processes, packages and distributes cannabis and advanced cannabinoid-based products to domestic and international medical markets. In 2021, MediPharm Labs received a Pharmaceutical Drug Establishment License from Health Canada, becoming the only company in North America to hold a commercial-scale domestic Good Manufacturing Practices License for the extraction of multiple natural cannabinoids. This GMP license was the first step in the Company's current foreign drug manufacturing site registration with the US FDA. In 2023, MediPharm acquired VIVO Cannabis Inc., which expanded MediPharm's reach to medical patients in Canada via Canna Farms medical ecommerce platform, and in Australia and Germany through Beacon Medical Australia PTY Ltd. and Beacon Medical Germany GMBH. This acquisition also included Harvest Medical Clinics in Canada which provides medical cannabis patients with Physician consultations for medical cannabis education and prescriptions. The Company carries out its operations in compliance with all applicable laws in the countries in which it operates. Shareholder Voting Assistance: If you have any questions or require any assistance in executing your GREEN proxy or voting instruction form, please call Sodali & Co at: North American Toll-Free Number: 1.888.777.2059 Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075 Email: assistance@ North American Toll-Free Facsimile: 1.877.218.5372 For up-to-date information and assistance in voting please visit: Investor Contact: MediPharm Labs Investor Relations Telephone: +1 416.913.7425 Email: investors@ Media Contact: John Vincic Oakstrom Advisors +1 (647) 402-6375 john@ Cautionary Note Regarding Forward-Looking Information: This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes' or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: timing of the Annual and Special Meeting, the ability of the Company to pursue near-term growth opportunities, future growth opportunities available to the Company, sustainable value creation at MediPharm, any impacts to MediPharm shareholders of the actions relating to the Dissident Nominees described herein, and any outcomes resulting from the circumstances and information cited herein. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs' continuous disclosure filings, available on the SEDAR+ website at . There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change. ___________________________________ 1 Represents a non-GAAP financial measure, which is not a standardized financial measure under IFRS and which might not be comparable to similar financial measures disclosed by other issuers. MediPharm calculates Adjusted EBITDA as net income (loss) with interest, taxes, depreciation and amortization, non-cash adjustments and other unusual or non-recurring items added back. Refer to the sections entitled 'Use of Non-IFRS Financial Measures' and 'Reconciliation of Non-IFRS Measures' in MediPharm's management's discussion and analysis for the three months ended March 31, 2025, which is incorporated by reference herein and which can be located on MediPharm's profile on SEDAR+ at .
Yahoo
2 days ago
- Business
- Yahoo
MediPharm Reminds Shareholders to Vote in Advance of June 13 Deadline
Shareholders Urged to Vote for Proven Strategy and Team, Reject Dissident's Inadequate Plan and Nominees TORONTO, June 11, 2025 (GLOBE NEWSWIRE) -- MediPharm Labs Corp. (TSX: LABS) (OTCQB: MEDIF) (FSE: MLZ) ('MediPharm,' the 'Company,' 'we' or 'us'), a pharmaceutical company specialized in precision-based cannabinoids, today reminded its shareholders that the deadline is approaching to cast your vote for the upcoming Annual and Special Meeting of Shareholders on June 16, 2025 (the 'Meeting'). All votes must be received no later than 3:00 p.m. (Eastern time) on Friday, June 13, 2025. We encourage shareholders to please vote using ONLY the GREEN proxy or GREEN voting instruction card and to support each of the director nominees recommended by MediPharm's Board of Directors (the 'Board') and the other matters being considered at the Meeting. To ensure your proxy is counted at the Meeting, please submit it well in advance of the June 13 proxy cut-off. Please remember that your vote is important, regardless of the number of shares you own. MediPharm's Strategy Is Working MediPharm has undergone a successful transformation over the past three years, led by David Pidduck who joined as CEO in April 2022. Faced with negative gross margins and an operating loss of $48.9 million in 2021, the Company implemented a plan to refocus operations, prioritizing the most strategic business lines, divesting of non-core assets and reducing operating costs. The acquisition of VIVO Cannabis Inc. in April 2023 provided a foundation to accelerate international growth and realize synergies from combining the two companies. We described our strategic turnaround in a Chair's Letter to Shareholders dated May 11, 2025. In Q1 2025, we continued our track record of year-over-year revenue growth, led by an 87% revenue increase in the international medical market which now represents more than half our revenue. We achieved positive Adjusted EBITDA1 for the first time in more than five years and our gross profit margin of 38.7% was the highest in more than five years. Operating loss narrowed to less than $0.5 million, an improvement of more than $3 million from Q1 2024. A strong cash position with virtually no debt enabled us to invest in inventory to pursue near-term growth opportunities. With diversification in our product mix and sales channels, a strong reputation as a GMP-certified producer and expanding international partnerships, MediPharm has established a solid foundation for further growth. We are confident the strategy and team currently in place is the best way to create sustainable value. The Dissident Group has NOT Made a Case for Change Apollo Technology Capital Corp. ('Apollo'), led by Chairman and CEO Regan McGee, and former MediPharm CEO and director Patrick McCutcheon (collectively, the 'Concerned Stakeholder'), have filed an amended and restated dissident proxy circular dated May 15, 2025, as updated by an addendum dated June 4, 2025, nominating six alternative directors (the 'Dissident Nominees') for the Board. In recent weeks we have described numerous deficiencies in Apollo's plan and the track record of Mr. McGee and the other Dissident Nominees. With the addition of Pat McCutcheon to the dissident team, a number of new concerns now emerge. Important points for shareholders to remember include the following. Apollo's strategic plan for MediPharm appears to have been hastily constructed and lacking in substance, while presenting current MediPharm strategies as their own. Apollo has shown inconsistencies regarding support for or aversion to M&A activities. We provided a detailed analysis of Apollo's inadequate plan in our Board Letter to Shareholders issued May 29, 2025. Apollo's disclosure has been characterized by numerous misrepresentations and outright fabrications. We highlighted a small sample of the false statements they have made in an 'Apollo Myths vs. Facts' document on our AGM website. Independent proxy voting and corporate governance advisory firm ISS met with Apollo, considered its arguments and its plans for the Company and concluded that Apollo did not make a compelling case for change. Please see our news release issued June 2, 2025 for more details. The Dissident Nominees have potential conflicts of interest and a web of interlocking relationships that would impair their independence as Board members. We described these problems in our May 15, 2025 news release. Patrick McCutcheon's Tenure at MediPharm Mr. McCutcheon, who is now formally acknowledged as a member of the Concerned Stakeholder dissident group, served as CEO of MediPharm until December 10, 2020, Chairman of the Board until August 16, 2021, and as a director until December 7, 2021. While Apollo has been critical of the current leadership team's performance on such measures as share price, revenue growth, gross profit, cash usage and operating loss, we note the following about Mr. McCutcheon's track record with the Company. One of Apollo's primary arguments has been that the current MediPharm team has been responsible for the decrease in the Company's share price since its peak on May 14, 2019. Of the total decrease in share price since May 14, 2019, more than 97% occurred while Mr. McCutcheon served as Chairman, CEO or director. Less than 1% of the total decrease has occurred since David Pidduck joined as CEO on April 20, 2022. In 2020, Mr. McCutcheon's final year as CEO, the Company's revenue decreased by 72% year-over-year with gross profit of negative $44.0 million, cash from operations of negative $37.8 million, and operating income of negative $72.6 million. We note Apollo's reference to the decrease in the Company's asset values over time. Some of this asset decrease was in fact due to the write-offs required as a result of Mr. McCutcheon's excessive multi-year capital expenditure program including the procurement of millions of dollars of equipment, much of which was not needed and was never used. The Board urges shareholders to send Mr. McGee and Mr. McCutcheon a strong message that you want to stop their expensive and aggressive attacks against your Company. Vote for the Highly Qualified MediPharm Nominees MediPharm urges shareholders to vote only using the GREEN proxy or GREEN voting instruction form in support of all of the Company's nominees and resolutions. To ensure your vote is counted, shareholders are encouraged to proactively contact their broker to obtain their 16-digit control number associated with the GREEN management proxy. Once received, you can cast your vote by visiting . You may receive materials or outreach from the dissident — please disregard any such communications and vote only using the GREEN proxy in support of the Company's nominees. About MediPharm Labs Founded in 2015, MediPharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients (API) and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities for delivery of pure, trusted and precision-dosed cannabis products for its customers. MediPharm Labs develops, formulates, processes, packages and distributes cannabis and advanced cannabinoid-based products to domestic and international medical markets. In 2021, MediPharm Labs received a Pharmaceutical Drug Establishment License from Health Canada, becoming the only company in North America to hold a commercial-scale domestic Good Manufacturing Practices License for the extraction of multiple natural cannabinoids. This GMP license was the first step in the Company's current foreign drug manufacturing site registration with the US FDA. In 2023, MediPharm acquired VIVO Cannabis Inc., which expanded MediPharm's reach to medical patients in Canada via Canna Farms medical ecommerce platform, and in Australia and Germany through Beacon Medical Australia PTY Ltd. and Beacon Medical Germany GMBH. This acquisition also included Harvest Medical Clinics in Canada which provides medical cannabis patients with Physician consultations for medical cannabis education and prescriptions. The Company carries out its operations in compliance with all applicable laws in the countries in which it operates. Shareholder Voting Assistance: If you have any questions or require any assistance in executing your GREEN proxy or voting instruction form, please call Sodali & Co at: North American Toll-Free Number: 1.888.777.2059Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075Email: assistance@ American Toll-Free Facsimile: 1.877.218.5372 For up-to-date information and assistance in voting please visit: Investor Contact: MediPharm Labs Investor RelationsTelephone: +1 416.913.7425Email: investors@ Media Contact: John VincicOakstrom Advisors+1 (647) 402-6375john@ Cautionary Note Regarding Forward-Looking Information: This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes' or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: timing of the Annual and Special Meeting, the ability of the Company to pursue near-term growth opportunities, future growth opportunities available to the Company, sustainable value creation at MediPharm, any impacts to MediPharm shareholders of the actions relating to the Dissident Nominees described herein, and any outcomes resulting from the circumstances and information cited herein. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs' continuous disclosure filings, available on the SEDAR+ website at There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change. ___________________________________ 1 Represents a non-GAAP financial measure, which is not a standardized financial measure under IFRS and which might not be comparable to similar financial measures disclosed by other issuers. MediPharm calculates Adjusted EBITDA as net income (loss) with interest, taxes, depreciation and amortization, non-cash adjustments and other unusual or non-recurring items added back. Refer to the sections entitled 'Use of Non-IFRS Financial Measures' and 'Reconciliation of Non-IFRS Measures' in MediPharm's management's discussion and analysis for the three months ended March 31, 2025, which is incorporated by reference herein and which can be located on MediPharm's profile on SEDAR+ at
Globe and Mail
03-06-2025
- Business
- Globe and Mail
Apollo Capital Warns MediPharm Shareholders Current CEO David Pidduck is Looking for an Exit
CEO David Pidduck has Stated Desire to Cash Out at Current Levels Pidduck and Current Board Do Not Have Conviction in MediPharm or its Long-Term Value Creation Strategy Apollo Capital has a Plan to Increase MediPharm Share Price from $0.07 to Over $1.00 in Three Years, Restoring Medipharm's Position as a Leading Global Medical Cannabis Company. TORONTO, June 03, 2025 (GLOBE NEWSWIRE) -- Apollo Technology Capital Corporation ("Apollo Capital"), one of MediPharm Lab's largest investors, today warns all Medipharm shareholders that CEO David Pidduck is looking to sell the Company to cash out his shares based on credible information available to the investor. If shareholders support MediPharm's current slate of directors, shareholders can expect to be heavily diluted while top executives take up to $5M in change in control payments. In 2025, a current Board member told Apollo Capital directly that CEO Pidduck was looking to sell the company to trigger his change in control awards. That Board member expressed their concern that the transaction was excessively dilutive and undervalued for shareholders. Since that time, multiple sources have come forward to confirm Pidduck and the current Board's plans to pursue a transaction which would fire sell Medipharm's assets at a discount. A sale of MediPharm would only benefit Pidduck and the current Board, not its shareholders. Between October 2024 and April 2025, Apollo Capital & Pidduck had multiple negotiations about Apollo Capital's desire to make an investment in Medipharm in order to bolster its ability to pursue an aggressive growth strategy. In these negotiations, Pidduck was clear that he wants to cash out his shares, which were not bought, but instead granted to him by MediPharm. In 2025, a written offer to invest $3.4M in a private placement at the then-current market price with no discount or warrant coverage and to invest an additional nearly $3.5M to acquire shares from CEO Pidduck and President Stachan. As part of the significant cash investment, Apollo Capital would acquire 2 board seats to help guide a strategic growth strategy that the Company still lacks. Apollo Capital's offer was rejected. 'Our offer represented a way for MediPharm to capitalize the Company without selling key assets. Our goal was to preserve value for all shareholders. We saw our investment as a critical step towards rebuilding value at MediPharm. If our offer was accepted, we would have avoided a proxy contest and the cash balance would be millions higher than it is today. We would already be well on our way toward achieving our goal of a 10x increase in the stock price,' said Regan McGee, CEO of Apollo Capital. Apollo Capital asks: If Management's plan is working, why would they want to sell the Company at the current valuation? Why would the CEO want to sell his shares in Medipharm if he believed in its long-term strategy? Where would the share price be today if management had accepted Apollo Capital's offer, choosing to work with rather than against its largest shareholder in the interest of all shareholders? Why We Have Invested: Apollo Capital has invested in MediPharm and nominated director candidates to order to drive the urgent change needed to put the Company back on the right path. We see a clear opportunity to revitalize the business, reposition MediPharm as a market leader, and unlock value over the long term, with the potential to increase the share price to over $1.00. Apollo Capital's goal is to build a Company for the long term that creates lasting value for all shareholders. It is NOT to acquire the Company, as MediPharm's current management has falsely claimed. Since the start of the proxy contest, which management forced at great expense to MediPharm, Apollo Capital has not purchased, sold, shorted, or been involved in any transactions involving the Company's stock. We are here to be long-term investors and to rebuild MediPharm into a leading medical cannabis company. Apollo Capital's strategic five-pillar plan for MediPharm has been made available in detail at With shareholder support, we can turn MediPharm around and transform it into the world's leading medical cannabis company. Apollo Capital urges shareholders to vote for change by voting the GOLD CARD by June 13, 2025. Shareholders are urged NOT to sign or return the green proxy cards sent by the Company. Contacts For Shareholders: Carson Proxy North American Toll-Free Phone: 1-800-530-5189 Local or Text Message: 416-751-2066 (collect calls accepted) E: info@ For Media: CureMediPharm@ Legal Disclosures Information in Support of Public Broadcast Exemption under Canadian Law The information contained in this press release does not and is not intended to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favour of Apollo Capital's director nominees or in respect of any other matter to be acted upon at the Annual Meeting. In connection with the Annual Meeting, Apollo Capital has filed a dissident information circular (the 'Circular') in compliance with applicable corporate and securities laws. Apollo Capital has provided in, or incorporated by reference into, this press release the disclosure required under section 9.2(4) of NI 51-102 – Continuous Disclosure Obligations ('NI 51-102') and the corresponding exemption under the Business Corporations Act (Ontario), and has filed the preliminary Circular, available under MediPharm's profile on SEDAR+ at The Circular contains disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of Apollo Capital's director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Circular is hereby incorporated by reference into this press release and is available under MediPharm's profile on SEDAR+ at The registered office of the Company is 151 John Street, Barrie, Ontario, Canada L4N 2L1. SHAREHOLDERS OF MEDIPHARM ARE URGED TO READ THE CIRCULAR CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and shareholders are able to obtain free copies of the Circular and any amendments or supplements thereto and further proxy circulars at no charge under MediPharm's profile on SEDAR+ at In addition, shareholders are also be able to obtain free copies of the Circular and other relevant documents by contacting Apollo Capital's proxy solicitor, Carson Proxy Advisors Ltd. ('Carson Proxy') at 1-800-530-5189, local (collect outside North America): 416-751-2066 or by email at info@ None of Apollo Capital, any other 'dissidents' within the meaning of the Ont. Reg. 62 of the Business Corporations Act (Ontario), or any partner, officer, director and control person of such 'dissident', is requesting that Company shareholders submit a proxy at this time as the Company has yet to issue formal notice of the Annual Meeting and its management information circular. Once formal solicitation of proxies in connection with the Annual Meeting has commenced, proxies may be revoked in accordance with subsection 110(4) of the Business Corporations Act (Ontario) by a registered shareholder of Company shares: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the accompanying form of proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing; (c) by transmitting by telephonic or electronic means a revocation that is signed by electronic signature in accordance with applicable law, as the case may be: (i) at the registered office of the Company at any time up to and including the last business day preceding the day the Annual Meeting or any adjournment or postponement of the Annual Meeting is to be held, or (ii) with the chair of the Annual Meeting on the day of the Annual Meeting or any adjournment or postponement of the Annual Meeting; or (d) in any other manner permitted by law. In addition, proxies may be revoked by a non-registered holder of Company shares at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Annual Meeting. The costs incurred in the preparation and mailing of any circular or proxy solicitation by Apollo Capital and any other participants named herein will be borne directly and indirectly by Apollo Capital. However, to the extent permitted under applicable law, Apollo Capital intends to seek reimbursement from the Company of all expenses incurred in connection with the solicitation of proxies for the election of its director nominees at the Annual Meeting. This press release and any solicitation made by Apollo Capital is, or will be, as applicable, made by such parties, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Apollo Capital who will not be specifically remunerated therefor. In addition, Apollo Capital may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf. Apollo Capital has entered into an agreement with Carson Proxy Advisors ('Carson Proxy') for solicitation and advisory services in connection with the solicitation of proxies for the Meeting, for which Carson Proxy will receive a fee not to exceed $250,000, together with reimbursement for reasonable and out-of-pocket expenses. Apollo Capital has also engaged Gasthalter & Co. LP ('G&Co') to act as communications consultant to provide Apollo Capital with certain communications, public relations and related services, for which G&Co will receive a minimum fee of US$75,000 in addition to a performance fee of US$250,000 in the event that Apollo's nominees make up a majority of the Board following the Annual Meeting, plus excess fees, related costs and expenses. No member of Apollo Capital nor any of their associates or affiliates has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company's last completed financial year or in any proposed transaction that has materially affected or will or would materially affect the Company or any of the Company's affiliates. No member of Apollo nor any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Annual Meeting, other than the election of directors. Cautionary Statement Regarding Forward-Looking Statements This press release contains forward‐looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the words 'anticipate,' 'believe,' 'expect,' 'estimate,' 'plan,' and similar expressions are generally intended to identify forward‐looking statements. These statements are based on current expectations of Apollo and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements contained herein are made only as of the date hereof and Apollo disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which Apollo Capital hereafter becomes aware, except as required by applicable law. Hashtags: #ShareholderActivism #CorporateGovernance #InvestorProtection #Investor Alert #Investor Fraud #FinancialRegulation #CorporateCrime #FinancialCrime #HomelandSecurity #DHS #OpioidCrisis #OpioidEpidemic #OpioidLitigation #OpioidVictims #BMO #DEA #ONDCP
Yahoo
02-06-2025
- Business
- Yahoo
Leading Independent Proxy Advisor ISS Recommends that Shareholders Vote the GREEN proxy FOR ALL MediPharm Director Nominees; REJECTS Apollo's Arguments and Director Slate
ISS concludes that Apollo 'has not presented a compelling case for change' TORONTO, June 02, 2025 (GLOBE NEWSWIRE) -- MediPharm Labs Corp. (TSX: LABS) (OTCQB: MEDIF) (FSE: MLZ) ('MediPharm' or the 'Company'), a pharmaceutical company specialized in precision-based cannabinoids, today announced that Institutional Shareholder Services ('ISS') published a report on May 30, 2025 (the 'ISS Report') recommending that MediPharm shareholders vote the GREEN Proxy or voting instruction form FOR the Company's nominees for the Board of Directors (the 'Board') at the upcoming Annual and Special Meeting of Shareholders on June 16, 2025 (the 'Meeting'). ISS is a leading independent proxy voting and corporate governance advisory firm whose recommendations are trusted by pension funds, investment managers, mutual funds, and other institutional shareholders. The ISS Report concludes: 'As the dissident has not presented a compelling case for change, shareholders are recommended to vote FOR all management nominees.' The ISS Report further recommended that MediPharm shareholders DO NOT VOTE on the gold dissident proxy card as Apollo did not provide a compelling case for change. Chris Taves, Chair of MediPharm, commented, 'We are very pleased that an independent proxy advisory firm has taken the time to meet with both parties to hear our respective arguments, and has recommended voting in favour of management's director nominees. Shareholders have been subjected to a large volume of information from both the Company and the dissident in recent weeks, and we believe the ISS Report reinforces our consistent position that Apollo has been flooding the market with misinformation and unsupportable statements. It is also encouraging that ISS has recognized the turnaround of our business that has been facilitated under the leadership of CEO David Pidduck. The Board truly believes that there is momentum in our business and that once we can overcome the costly distraction of this proxy contest, we can return our complete focus to strategic growth opportunities.' Key Conclusions in the ISS Report In explaining the reasons for its recommendation, the ISS Report reviews each of Apollo's major claims and concludes that there is insufficient evidence to support any of them. Statements in the ISS Report that refute Apollo's claims include the following: 'Since Q2 2022, quarterly revenues have more than doubled, adjusted EBITDA has swung from a $6.3 million loss to a $0.1 million gain, gross margins have expanded 50.9 percentage points over Q2 2022, and the company's SG&A has remained fairly stable. Against this backdrop, it is challenging to validate the dissident's claims that the company's costs have 'ballooned' or that revenue is 'imploding'. In particular, it also seems incorrect to suggest the company has experienced poor post-acquisition integration over a period where revenues and gross margins have risen dramatically while SG&A expenses have remained relatively flat.' 'LABS has experienced multiple years of improving financial results, which overlap with Pidduck's tenure as CEO as well as a series of acquisitions and non-core asset divestitures. Management has communicated a logical strategy that focuses on higher margin, international markets where the company can leverage a competitive advantage. Moreover, there does not appear to be sufficient evidence that the company is in imminent danger of running out of cash.' '… the company has generally outperformed peers and experienced a clear operational turnaround. Meanwhile, the dissident's assertions about the company's peril are not able to be sufficiently validated with available information. As such, the dissident has not presented a case for board change.' '… a review of [Total Shareholder Return] over [Pidduck's] tenure shows that the company has outperformed its peer group and [the Global X Marijuana Life Sciences Index ETF HMMJ] … There is limited utility focusing on absolute performance as the entire sector has suffered tremendous losses. In this context, it can be recognized that since 2022, LABS has managed to reverse course and separate itself positively from most peers.' 'Based on the company's improving financial performance since the VIVO acquisition and the manner in which redundant assets are being monetized to improve balance sheet strength, it is difficult to conclude that the company has engaged in reckless M&A.' 'The dissident has presented serious claims about concerns with the board's management oversight capabilities and executive compensation practices. At this time, there does not appear to be a conclusive deficiency in corporate governance and the company has provided valid explanations for its compensation practices.' The ISS Report summarizes the high standard required of any dissident seeking to replace an entire board of directors: 'When analyzing proxy contests, ISS focuses on two central questions: Has the dissident made a compelling case that change is warranted? If so, are the dissident nominees more likely to effect that change than the incumbent directors?' 'When the dissident is seeking board control, ISS looks for a well-reasoned and detailed business plan (including the dissident's strategic initiatives), a transition plan that describes how the change in control of the company will be effected, and where management continuity may be an issue, the identification of a qualified and credible new management team.' The ISS Report then reaches a clear conclusion on its recommendation for the election of directors: 'As there is no case for change at this time, shareholders are recommended to vote FOR all management nominees.' The ISS Report further recommends that shareholders vote for the resolution to fix the number of directors at seven, and vote for the resolution to approve MNP LLP as auditors and authorize the Board to fix their remuneration. The ISS Report also recommends that shareholders vote against the resolution to approve all unallocated awards under the Company's equity incentive plan. The independent Compensation Committee of the Board will continue to regularly review the Company's compensation policies. Vote for the Highly Qualified MediPharm Nominees MediPharm urges shareholders to vote only using the GREEN proxy or GREEN voting instruction form in support of all of the Company's nominees and resolutions. To ensure your vote is counted, shareholders are encouraged to proactively contact their broker to obtain their 16-digit control number associated with the GREEN management proxy. Once received, you can cast your vote by visiting . You may receive materials or outreach from the dissident — please disregard any such communications and vote only using the GREEN proxy in support of the Company's nominees. About MediPharm Labs Founded in 2015, MediPharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients (API) and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities for delivery of pure, trusted and precision-dosed cannabis products for its customers. MediPharm Labs develops, formulates, processes, packages and distributes cannabis and advanced cannabinoid-based products to domestic and international medical markets. In 2021, MediPharm Labs received a Pharmaceutical Drug Establishment License from Health Canada, becoming the only company in North America to hold a commercial-scale domestic Good Manufacturing Practices License for the extraction of multiple natural cannabinoids. This GMP license was the first step in the Company's current foreign drug manufacturing site registration with the US FDA. In 2023, MediPharm acquired VIVO Cannabis Inc., which expanded MediPharm's reach to medical patients in Canada via Canna Farms medical ecommerce platform, and in Australia and Germany through Beacon Medical Australia PTY Ltd. and Beacon Medical Germany GMBH. This acquisition also included Harvest Medical Clinics in Canada which provides medical cannabis patients with Physician consultations for medical cannabis education and prescriptions. The Company carries out its operations in compliance with all applicable laws in the countries in which it operates. Shareholder Voting Assistance: If you have any questions or require any assistance in executing your GREEN proxy or voting instruction form, please call Sodali & Co at: North American Toll-Free Number: 1.888.777.2059Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075Email: assistance@ American Toll-Free Facsimile: 1.877.218.5372 For up-to-date information and assistance in voting please visit: Investor Contact: MediPharm Labs Investor RelationsTelephone: +1 416.913.7425Email: investors@ Media Contact: John VincicOakstrom Advisors+1 (647) 402-6375john@ Cautionary Note Regarding Forward-Looking Information: This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes' or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: timing of the Annual and Special Meeting, any potential momentum in the Company's business, the ability of the Company to capitalize on strategic growth opportunities, and any outcomes resulting from the circumstances and information cited herein. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs' continuous disclosure filings, available on the SEDAR+ website at There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
Yahoo
22-05-2025
- Business
- Yahoo
MediPharm Achieves Key Milestone Toward $4.5 Million Cash Sale of Hope Facility, On Track to Close in June
TORONTO, May 22, 2025 (GLOBE NEWSWIRE) -- MediPharm Labs Corp. (TSX: LABS) ("MediPharm" or the "Company"), a pharmaceutical company specialized in precision-based cannabinoids, is pleased to announce the removal of all conditions precedent, related to its previously-announced agreement (the 'Purchase Agreement') for the sale of MediPharm's facility in Hope, BC, ('Hope Facility') to Rubicon Organics Inc. (TSXV: ROMJ) (OTCQX: ROMJF) for $4.5 million in cash (the 'Transaction'). With these conditions now met, the $4.5 million sale of the Hope Facility remains on track to close in June 2025. The Transaction will bolster MediPharm's already strong cash position and virtually debt-free financial status. David Pidduck, CEO of MediPharm commented, 'The $4.5 million in cash proceeds from divesting non-core assets supports our roadmap to deliver long-term value for shareholders and partners, enabling continued focus on accelerating international growth and exploration of key acquisition opportunities.' The Hope Facility was acquired as part of the successful VIVO Cannabis Inc. acquisition in 2023, and the Company ceased all Hope Facility commercial activities in 2024, consolidating key operations at its other facilities. The consolidation of operations was all part of MediPharm's ongoing strategy to reduce operating and overhead costs and monetize redundant assets. The aggregate value of the Company's asset sales since 2022, including the Hope Facility, total approximately $14 million, all of which has contributed to reducing costs and boosting the Company's balance sheet. Since the second quarter of 2022, when implementation of this strategy began, to the first quarter of 2025, MediPharm has reduced operating and overhead costs by approximately $42 million dollars on an annualized basis. About MediPharm Labs Founded in 2015, MediPharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients (API) and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities for delivery of pure, trusted and precision-dosed cannabis products for its customers. MediPharm Labs develops, formulates, processes, packages and distributes cannabis and advanced cannabinoid-based products to domestic and international medical markets. In 2021, MediPharm Labs received a Pharmaceutical Drug Establishment License from Health Canada, becoming the only company in North America to hold a commercial-scale domestic Good Manufacturing Practices License for the extraction of multiple natural cannabinoids. This GMP license was the first step in the Company's current foreign drug manufacturing site registration with the US FDA. In 2023, MediPharm acquired VIVO Cannabis Inc., which expanded MediPharm's reach to medical patients in Canada via Canna Farms medical ecommerce platform, and in Australia and Germany through Beacon Medical Australia PTY Ltd. and Beacon Medical Germany GMBH. This acquisition also included Harvest Medical Clinics in Canada which provides medical cannabis patients with Physician consultations for medical cannabis education and prescriptions. The Company carries out its operations in compliance with all applicable laws in the countries in which it operates. Investor Contact: MediPharm Labs Investor RelationsTelephone: +1 416.913.7425Email: investors@ Media Contact: John VincicOakstrom Advisors+1 (647) 402-6375john@ Cautionary Note Regarding Forward-Looking Information: This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes' or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: timing for the closing of the Transaction, impacts of the Transaction to the Company's cash position and financial status, plans for long-term value for shareholders and partners, acceleration of international growth and acquisition opportunities, future reduction of the Company's costs, and future impacts of the Transaction to the Company's balance sheet. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs' continuous disclosure filings, available on the SEDAR+ website at There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change. 64552143.2
