April 11, 2012
/PRNewswire/ -- Ronald L. Chez, a private investor who owns 9.2% of Repligen, submitted a proxy proposal to reduce the threshold of shareholder approval necessary to call a special meeting from the holders of a majority of Repligen (Nasdaq: RGEN) stock to 20%. On
April 4, 2012
Repligen filed a rejection request with the Securities and Exchange Commission (SEC) regarding the proposal. "My proposal warrants a vote by all shareholders rather than what I believe to be a convoluted and dismissive response by a board that owns only 5.8% of the company," said Mr. Chez.
Mr. Chez has responded to the SEC with regard to repeated actions of Repligen attempting to deny his shareholder friendly proposal for inclusion in Repligen's 2012 proxy statement. The matter is currently under review by the SEC.
"In previous meetings, correspondence and telephone calls, Repligen's Board consistently expressed their appreciative and positive response to my suggestions, and their desire to work with me in a cooperative manner to enhance shareholder value," stated Mr. Chez. However, "since my
March 5, 2012
letter to the co-Chairperson of Repligen's board (available for review in my Schedule 13-D also filed on that date), the directors have refused to communicate with me despite my numerous attempts to do so."
Mr. Chez added, "Repligen's management has recently made several decisions that have the potential to deliver positive operating results after 10 years of lackluster performance and resultant shareholder frustration. Until very recently, Repligen's stock price was essentially flat with its price a decade ago. I believe the management, with constructive involvement by a Board with strong operating and entrepreneurial experience, has significant opportunities to build a strong, sustainably profitable company."
"It would appear that the directors of Repligen are resistant to a fresh perspective. The directors wish to perpetuate their position when, with the exception only of Dr. Herlihy and one other director, they have almost 'no skin in the game'. If the current directors (who own only 3.5% of the company excluding Dr. Herlihy's shares) are the right stewards for Repligen, there is no reason, other than further efforts to entrench themselves, to try to obviate this proposal. It would appear that the directors are resistant to a fresh perspective that could benefit Repligen and its shareholders."