Enzon shareholder DellaCamera continues to push for answers

By Lisa Kerner

Charlotte, N.C., March 2 - Enzon Pharmaceuticals, Inc. shareholder DellaCamera Capital Management, LLC demanded to inspect the company's books and records under Delaware corporation law.

Specific books and records requested by DellaCamera include those:

• Transmitted to or from Enzon's board of directors, any committee of the board, any Enzon director or any member of Enzon's senior management relating to Enzon's exploration of strategic alternatives for its specialty pharmaceuticals business;

• Containing any expert's or consultant's reports or opinions concerning the sale that were presented to the board, its committees or its members or to senior management, including Goldman, Sachs & Co.'s analysis of the sale; and

• Related to any acquisitions of Enzon common stock by any officer or director of Enzon on or after Nov. 5.

DellaCamera, in a Feb. 27 letter to Enzon, said it is demanding the books and records in order to "investigate potential wrongdoing, self-dealing, waste, mismanagement and breaches of fiduciary duties by members of the board and/or management."

The letter was included in a schedule 13D/A filed with the Securities and Exchange Commission.

History of demands

As previously reported, DellaCamera wanted Enzon chairman and chief executive officer Jeffrey H. Buchalter and chief financial officer Craig Tooman to answer specific questions during Enzon's conference call to the investment community on Feb. 19.

Some of the questions DellaCamera sought answers to were:

• Did Enzon receive any bids for its specialty pharmaceutical business in the $275 million to $325 million range?;

• What were the total transaction costs incurred related to the aborted Evivrus spinoff?;

• Why have the last three annual stockholder meetings been held in Indianapolis?; and

• What justification can the company give for not implementing a share repurchase program?

On Feb. 10, DellaCamera asked Enzon to expand its board of directors in order to add former ImClone Systems Inc. board members Dr. Alexander J. Denner and Professor Richard C. Mulligan.

In January, DellaCamera proposed that Enzon's board form a special committee of independent directors to evaluate strategic and financial alternatives to enhance stockholder value.

DellaCamera, with an 8% stake in Enzon, has also recommended that the company's board seek guidance from new financial advisers and urged the Bridgewater, N.J., biopharmaceutical company to hold its 2009 annual meeting in New York.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.