VICTORIA, British Columbia--(BUSINESS WIRE)--ILJIN SNT Co., Ltd. (“ILJIN”), a founding shareholder of Aurinia Pharmaceuticals Inc. (NASDAQ: AUPH, TSX: AUP) (“Aurinia” or the “Corporation”), which together with certain affiliates holds an approximate 14% ownership interest in Aurinia, today thanks shareholders for their support ahead of the upcoming Annual General Meeting of Shareholders and encourages all shareholders who haven’t yet voted to vote their GREEN proxy today for the director nominees who are aligned with their interests and are committed to the future success of the company.
ILJIN’s nominees, Dr. Robert Foster, Mr. Soon-Yub (Samuel) Kwon and Dr. Myeong-Hee Yu, represent an independent and highly experienced minority slate of directors who are committed to bringing both good governance and their technical, business and scientific expertise to the progression and ultimate commercialization of Aurinia’s impressive pipeline of pharmaceutical solutions.
The case for change is clear: Aurinia needs to improve its corporate governance and related executive compensation matters, board composition, operational acumen and financial management. We have heard from numerous shareholders that share our concerns and recently leading proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co specifically acknowledged numerous governance failings at Aurinia, including in particular with respect to executive compensation and board composition.
For the past two and a half years, ILJIN has made repeated, good-faith efforts to engage Aurinia on these issues, including identifying no fewer than 27 distinct deficiencies and potential improvements on the basis of prevalent corporate governance practices among Aurinia’s peers, including the adoption of executive share ownership guidelines, director share ownership guidelines and clawback policies.
Our message to the Aurinia’s board and management about the Corporation’s challenges has been constant and simple – we believe that Aurinia requires, and its shareholders deserve, a board of directors that:
- Embodies corporate governance best practices, rather than flouting them.
- Aligns board and executive compensation and expenses with shareholders’ interests, rather than rewarding non-performance.
- Demonstrates true independence from one another and management (current and former), rather than looking out for each other first.
- Supports and accelerates the Corporation’s strategy execution, rather than sitting idly by as the Corporation potentially squanders its tremendous opportunity.
Young-Hwa Kim, Chief Executive Officer of ILJIN, said, “Aurinia is in a critical phase of its evolution and shareholders need a strong, independent Board of Directors to ensure that the company’s potential is fully realized and that no factors impede or discount the market’s recognition of that value. Governance is such a critical component of emerging growth companies and we believe that the election of our nominees will significantly strengthen the Board and bring forward the right policies for the benefit of all shareholders. We remind shareholders to vote their GREEN Proxy or GREEN VIF in favor of a more qualified and independent board, better governance and leadership stability, and a bright future for Aurinia.”
Shareholders are urged to read the circular and vote ONLY the GREEN proxy or GREEN VIF on or before 5:00 p.m. (Mountain time) on June 21, 2019, so that it can be deposited in advance of the proxy cut-off. Shareholders who have already voted and wish to change their vote in support of the three independent nominees can do so by simply executing the Green proxy, as a later dated Green proxy will cancel an earlier vote. Shareholders requiring any assistance in executing their GREEN proxy or voting instruction form, can call Gryphon Advisors Inc. at: 1-833-266-0365 or 1-416-661-6592 or email email@example.com.
For ease of voting, shareholders are encouraged to visit www.AHealthierAurinia.com and click on the “Vote Now” button. A copy of the information circular is available on Aurinia’s SEDAR profile at www.sedar.com.
Advisors and Counsel
Stikeman Elliott LLP is acting as Canadian legal counsel to ILJIN. Gryphon Advisors Inc. has been engaged as proxy solicitation agent and Gagnier Communications has been engaged by ILJIN as communications advisor.
Legal Notices and Disclaimers
The data, information and opinions contained or referenced herein (collectively, the “Information”) is for general informational purposes only for the shareholders in order to provide the views of ILJIN regarding certain changes that it is requesting to the composition of the Aurinia board of directors and other matters which it believes to be of concern to shareholders described herein. The Information is not tailored to specific investment objectives, the financial situation, suitability or particular need of any specific person(s) who may receive the Information and should not be taken as advice in considering the merits of any investment decision. The views expressed in the Information represent the views and opinions of ILJIN, whose opinions may change at any time and which are based on analysis of disclosure and filings with respect to and/or made by Aurinia and other issuers that we consider to be comparable to Aurinia, and from other third party reports (see “Disclaimer Respecting Publicly Sourced Information” in ILJIN’s circular dated June 2, 2019 (the “Circular”), a copy of which is available on SEDAR at www.sedar.com or on www.aHealthierAurinia.com). ILJIN disclaims any obligation to publicly update the Information, except as required by applicable law.
The Information contains forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, "forward-looking statements"), including in respect of ILJIN and the impact of ILJIN’s Nominees on the Corporation. All statements and Information, other than statements of historical fact, contained or referenced herein are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that ILJIN expects or anticipates may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe” or “continue” or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which such forward-looking statements and information are based will occur or, even if they do occur, will result in the performance, events or results expected.
ILJIN cautions readers not to place undue reliance on forward-looking statements and information contained or referenced herein, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements or information, including but not limited to those set forth in the Circular under the heading “Forward-Looking Statements and Information” and those risks and uncertainties detailed in the continuous disclosure and other filings of Aurinia and certain members of Aurinia’s peer groups with applicable securities regulatory authorities, copies of which are available on SEDAR at www.sedar.com or on the Electronic Data Gathering, Analysis, and Retrieval at www.sec.gov. Shareholders are urged to carefully consider those factors.
The forward-looking statements and information contained or referenced herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and information contained or referenced herein are made as of the date of the ILJIN Circular and ILJIN undertakes no obligation to publicly update such forward-looking statements or information to reflect new information, subsequent events or otherwise, except as required by applicable laws.