Echo Therapeutics Comments on Proxy Contest by Platinum Management (NY) LLC
PHILADELPHIA, April 22, 2014 /PRNewswire/ — Echo Therapeutics, Inc. (NASDAQ: ECTE), a medical device company developing its Symphony® CGM System as a non-invasive, wireless continuous glucose monitoring system, today commented on the recent proxy statement filings made with the Securities and Exchange Commission (SEC) by Platinum Management (NY) LLC confirming that it intends to conduct a proxy contest in connection with Echo’s 2014 Annual Meeting of Stockholders and will solicit proxies for the election to the Echo Board of Directors of a candidate in opposition to one of the candidates recommended for election by the Echo Board. Platinum is currently represented on the five-member Echo Board of Directors by its designee Michael M. Goldberg.
Echo issued the following statement: “The Echo Board of Directors and management team strongly believe that Echo must be run like any other public company — for the benefit of ALL stockholders and, as such, our directors must represent the interests of ALL stockholders and not the agenda of any particular constituency — and are committed to doing just that. We have had extensive discussions with Platinum in the past regarding board representation that culminated in our appointment of Platinum’s designee Michael M. Goldberg to our Board. Given the good faith and open-minded manner in which our Board has constructively engaged with Platinum and sought to avoid a proxy contest, including agreeing to place Platinum’s designee Michael M. Goldberg on our Board, we are disappointed that, rather than embracing that path of constructive engagement, Platinum is instead now pursuing a costly and disruptive proxy contest to facilitate the advancement of its own agenda. As we will detail for stockholders in revised proxy materials we will distribute to stockholders, to facilitate that agenda, Platinum is now seeking to use its proxy contest to have elected to the Echo Board yet another representative, Shepherd M. Goldberg, who is a first-cousin and long-time close business associate of Michael M. Goldberg.”
In light of Platinum’s decision to move forward with its proxy contest and solicit proxies in connection with Echo’s 2014 Annual Meeting, Echo will be filing revised proxy materials with the SEC commenting on Platinum’s opposing solicitation, including a preliminary proxy statement and a revised form of WHITE proxy card. The definitive form of that revised proxy statement will be mailed to Echo stockholders along with the revised form of WHITE proxy card. To allow sufficient time for stockholders to receive and review these revised proxy materials, the date of the 2014 Annual Meeting will be rescheduled and a new record date for determining stockholders entitled to notice of, and to vote at, the 2014 Annual Meeting will be set. Echo will announce both such dates prior to its mailing to stockholders of the revised proxy materials.
Stockholders are advised to discard the proxy materials that they may have already received from Echo and are further advised that, to the extent that they have already given a proxy to Echo, whether in writing or via telephone or internet, all such proxies will be discarded. In order for stockholders to vote on the WHITE proxy card in support of the candidates nominated by the Echo Board, stockholders will be required to complete the revised form of WHITE proxy card that will be mailed to them or vote electronically as provided on the revised form of WHITE proxy card.
Echo is being advised in connection with the proxy contest by Morgan, Lewis & Bockius LLP and Alston & Bird LLP. Laurel Hill Advisory Group, LLC is serving as Echo’s proxy solicitor.
About Echo Therapeutics
Echo Therapeutics is developing the Symphony CGM System as a non-invasive, wireless, continuous glucose monitoring system for use initially in the critical care setting. A significant longer-term opportunity may also exist for Symphony to be used in the hospital beyond the critical care setting, as well as in patients with diabetes in the outpatient setting. Echo has also developed its needle-free skin preparation device, the Prelude® SkinPrep System, as a platform technology to enhance delivery of topical pharmaceuticals.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to expectations, plans or prospects for Echo that are based upon the current expectations and beliefs of Echo’s management. The words “will,” “may,” “designed to,” “outlook,” “believes,” “should,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “forecasts” and similar expressions identify certain of these forward-looking statements including statements regarding our revised proxy materials. These forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those expressed or implied by such forward-looking statements. Those risks and uncertainties include, but are not limited to, risks related to the actions of Platinum Management (NY) LLC and other activist stockholders, including the amount of related costs and the disruption caused to business and financing activities by these actions. Other risks and uncertainties that may cause actual events to differ materially from the statements we have made herein are identified and described in more detail in Echo’s filings with the SEC, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2013, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The forward-looking statements in this Press Release are made as of the date hereof. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Echo does not expect to, and disclaims any obligation to, publicly update, amend or clarify any forward-looking statements whether as a result of new information, future events or otherwise. Echo, however, reserves the right to update such statements or any portion thereof at any time for any reason.
Important Additional Information
In light of the recent filing with the SEC by Platinum Management (NY) LLC of an opposition proxy statement indicating it intends to solicit proxies for Echo’s 2014 Annual Meeting of Stockholders (including any adjournments, postponements or reschedulings thereof, the “2014 Annual Meeting”), Echo plans to file revised proxy materials with the SEC, including a preliminary proxy statement and a revised preliminary form of WHITE proxy card, in connection with Echo’s solicitation of proxies. STOCKHOLDERS ARE URGED TO READ THE REVISED 2014 PROXY STATEMENT WHEN IT IS AVAILABLE (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ECHO WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders will be able to obtain, free of charge, copies of Echo’s revised 2014 Proxy Statement and any other documents filed by Echo with the SEC in connection with the 2014 Annual Meeting, when available, at the SEC’s website (www.sec.gov), at Echo’s website (www.echotx.com) or by directing a request to Echo Therapeutics, Inc., 8 Penn Center, 1628 JFK Boulevard, Suite 300, Philadelphia, PA 19103, Attention: Investor Relations. In addition, copies of the proxy materials, when available, may be requested from Echo’s proxy solicitor, Laurel Hill Advisory Group, LLC, 2 Robbins Lane, Suite 201, Jericho, NY 11753 or toll-free at 1-877-452-7184.
Certain Participant Information
Echo, its directors and certain of its executive officers and employees are deemed to be participants in the solicitation of proxies from Echo’s stockholders in connection with the 2014 Annual Meeting. Additional information regarding the identity of these participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in Echo’s revised 2014 Proxy Statement and other materials to be filed with the SEC in connection with the 2014 Annual Meeting. Such information can also be found in Echo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 28, 2014 and in Echo’s definitive proxy statement for the 2013 Annual Meeting of Stockholders, filed with the SEC on April 12, 2013. To the extent holdings of Echo’s securities have changed since the amounts shown in the definitive proxy statement for the 2013 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
For More Information: Christine H. Olimpio Sylvia Hermina Director, Investor Relations and Laurel Hill Advisory Group, LLC Corporate Communications (877) 452-7184 (215) 717-4104 email@example.com firstname.lastname@example.org
SOURCE Echo Therapeutics, Inc.