Alaunos Therapeutics, Inc. · NASDAQ:TCRT
Alaunos Therapeutics — Ziopharm Oncology — Proxy Contest (November 2020)
22 slides from Alaunos Therapeutics's proxy contest presentation, Nov 23, 2020
Slide 1: Reinforcing the Need for Urgent Change Atop Ziopharm Oncology
REINFORCING THE NEED FOR URGENT CHANGE ATOP ZIOPHARM ONCOLOGY Rebuttal to Ziopharm Oncology’s November 19th Presentation Prepared by WaterMill Asset Management Corporation
Slide 2: Disclaimer
DISCLAIMER THIS PRESENTATION IS FOR DISCUSSION AND GENERAL INFORMATIONAL PURPOSES ONLY. IT DOES NOT HAVE REGARD TO THE SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION, SUITABILITY OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON
Slide 3: Section 1: Recap: WaterMill's Case for Change and Proposed Solution
SECTION 1 RECAP: WATERMILL’S CASE FOR CHANGE AND PROPOSED SOLUTION
Slide 4: Ziopharm Is Currently on a Path to Financial Ruin
ZIOPHARM IS CURRENTLY ON A PATH TO FINANCIAL RUIN Since Chairman Scott Tarriff and Chief Executive Officer Laurence Cooper joined Ziopharm in 2015, investors have had to endure dismal business decisions and hundreds of millions of dollars of value destruction. The Company has lost 76% The Company ha
Slide 5: The Incumbent Board Cannot Be Trusted to Initiate a Turnaround
THE INCUMBENT BOARD CANNOT BE TRUSTED TO INITIATE A TURNAROUND Before and after Ziopharm’s alleged 2018 pivot and self-initiated director refresh, the Board has been fostering an anti-shareholder culture and presiding over staggering value destruction. We believe the current Board: 1. Allows interlo
Slide 6: WaterMill Is Offering a Shareholder-Driven Board Refreshment
WATERMILL IS OFFERING A SHAREHOLDER-DRIVEN BOARD REFRESHMENT We want to reconstitute Ziopharm’s eight-member Board by removing four current directors and adding three highly-qualified individuals with complementary business experience, necessary financial expertise, and strong ownership perspectives
Slide 7: Sizable Shareholders Stand with WaterMill, Not the Incumbents
SIZABLE SHAREHOLDERS STAND WITH WATERMILL – NOT THE INCUMBENTS In recent weeks, WaterMill and its director candidates have received a wave of public and private support from investors such as: Discovery Capital Management Level One Partners White Rock Capital November 10, 2020 November 13, 2020 Nove
Slide 8: Section 2: Rebuttal: WaterMill Exposes Ziopharm's Distortions and Misrepresentations
SECTION 2 REBUTTAL: WATERMILL EXPOSES ZIOPHARM’S DISTORTIONS AND MISREPRESENTATIONS
Slide 9: Ziopharm's Recent Presentation Validates Our Entire Campaign
ZIOPHARM’S RECENT PRESENTATION VALIDATES OUR ENTIRE CAMPAIGN In the subsequent slides, we set the record straight regarding the many misleading components of Ziopharm’s November 19th presentation. We believe the Board’s attempts to shirk accountability and rewrite history regarding Intrexon (renamed
Slide 10: Ziopharm Downplays Its Ineffective Leadership and Poor Strategy
ZIOPHARM DOWNPLAYS ITS INEFFECTIVE LEADERSHIP AND POOR STRATEGY We believe the incumbent Board impugns its own credibility on the first slide of its November 19th presentation. Ziopharm’s contention that strategy, management effectiveness, and execution do not inform ZIOP’s share price is absurd. We
Slide 11: Ziopharm Seeks to Rewrite History Regarding Intrexon/Precigen
ZIOPHARM SEEKS TO REWRITE HISTORY REGARDING INTREXON/PRECIGEN We believe Mr. Tarriff and Dr. Cooper – who have been in leadership roles since 2015 – have shirked accountability after championing the poorly-conceived and value-destructive Intrexon/Precigen partnership. Mr. Tarriff and Dr. Cooper join
Slide 12: If Clinical Data Drives Value, Ziopharm Shareholders Are in Trouble
IF CLINICAL DATA DRIVES VALUE, ZIOPHARM SHAREHOLDERS ARE IN TROUBLE We believe a lack of acumen and urgency has led to glacial progress and insufficient communication at Ziopharm, while competitors speed ahead and unlock value. Program Ziopharm’s Glacial Progress Competitors’ Rapid Progress • We est
Slide 13: Ziopharm Cherry-Picks Dates and Peers to Boost Performance
ZIOPHARM CHERRY-PICKS DATES AND PEERS TO BOOST PERFORMANCE In addition to apparently disregarding its negative returns over one-year, three-year, and five-year horizons, we believe Ziopharm is abandoning its proxy peers and omitting other CAR-T developers to present a rosier picture. The facts perta
Slide 14: Ziopharm Omits Key Context About Bullish Analyst Ratings
ZIOPHARM OMITS KEY CONTEXT ABOUT “BULLISH” ANALYST RATINGS In keeping with its disregard for transparency, Ziopharm fails to acknowledge in its presentation that the Company has business relationships with all six institutions showing “Buy” ratings. From Ziopharm’s February 5th press release regardi
Slide 15: Ziopharm Claims Progress Despite Its Sustained Tailspin
ZIOPHARM CLAIMS “PROGRESS” DESPITE ITS SUSTAINED TAILSPIN Although Ziopharm claims to have made progress over the past two years, we believe there have been misleading comments, broken promises, and only glacial progress. The facts pertaining to Ziopharm’s traction over the past two years are as fol
Slide 16: Ziopharm Brazenly Misrepresents Its Directors' Track Records
ZIOPHARM BRAZENLY MISREPRESENTS ITS DIRECTORS’ TRACK RECORDS The “highly-qualified industry leaders” on the Board possess interlocking relationships and in our view, have indefensible records of value destruction. The facts pertaining to the incumbents are as follows: • Douglas Pagán’s replacement o
Slide 17: Ziopharm's Defense of Mr. Tarriff Is an Insult to Shareholders
WE BELIEVE ZIOPHARM’S DEFENSE OF MR. TARRIFF IS AN INSULT TO SHAREHOLDERS We continue to question how Ziopharm can expect shareholders to trust a Board that is run by Mr. Tarriff and includes interconnected directors brought on during his chairmanship (such as Mr. Ezickson). • In a 2002 lawsuit invo
Slide 18: Ziopharm Touts a Self-Initiated Director Refresh That Ultimately Failed
ZIOPHARM TOUTS A SELF-INITIATED DIRECTOR REFRESH THAT ULTIMATELY FAILED The reality is that before and after Ziopharm’s self-directed Board refresh, the Company’s governance and Board oversight have been dismal. The facts pertaining to Ziopharm’s Board “refreshment” efforts are as follows: • Ziophar
Slide 19: Ziopharm Ignores Key Details and Facts When It Suits the Board
ZIOPHARM IGNORES KEY DETAILS AND FACTS WHEN IT SUITS THE BOARD We believe the Company rewrites history in a shameless attempt to mislead shareholders and hold onto power. The directors we are seeking to replace own less than 0.04% of Ziopharm’s outstanding shares (excluding options granted to them).
Slide 20: Ziopharm Misrepresents Its Engagement with Shareholders
ZIOPHARM MISREPRESENTS ITS ENGAGEMENT WITH SHAREHOLDERS Ziopharm cannot run from the truth: shareholders have been systemically disregarded and deprioritized under the incumbent Board. The facts related to the incumbent’s engagement with shareholders are as follows: • A majority of voting shareholde
Slide 21: WaterMill's Slate Has a Strategic Vision to Fix Ziopharm
IN CONTRAST TO ZIOPHARM’S MISLEADING CLAIMS, WATERMILL’S SLATE HAS A STRATEGIC VISION TO FIX ZIOPHARM Ziopharm claims that WaterMill has no plan to create value despite the fact that we outlined a clear vision for enhancing governance, capital allocation, and commercialization in our recent presenta
Slide 22: Vote on the WHITE Consent Card
VOTE ON THE WHITE CONSENT CARD www.FixZiopharm.com