Saturday, April 15, 2023
Anika Therapeutics, Inc., a global joint preservation company in early intervention orthopedics, today announced that it has entered into a cooperation agreement with Caligan Partners LP (“Caligan”).
As part of the agreement, the Company appointed Gary Fischetti as a Class III director. Fischetti will join two existing board members on a newly formed Capital Allocation Committee of the Board, which will make recommendations to the Board and support management’s review of the Company’s capital allocation. With this appointment, the Anika Board is expanding to eight directors, including six new independent directors appointed since 2018.
In addition, the Board has authorized a $20 million share repurchase program, $5 million of which will be effected through an accelerated repurchase program and $5 million of which will be purchased in the open market over the next 12 months, subject to prevailing stock prices, general economic and market conditions, and other considerations. The remaining $10 million of the authorization will be purchased in the open market over the next 12 months subject to the Company generating positive cash flow. This buyback replaces the Company’s share repurchase program that was announced in May 2019.
Cheryl R. Blanchard, Ph.D., President and Chief Executive Officer of Anika, said, “We are pleased to reach this agreement with Caligan, which we believe is in the best interests of Anika’s stockholders. We look forward to leveraging Gary’s expertise as we execute on our next chapter of growth in pursuit of accelerated value creation for all stockholders. Anika’s strong balance sheet provides flexibility to continue to invest strategically in our portfolio and product pipeline while also returning capital to stockholders under the terms of the announced program.”
Jeff Thompson, Anika’s Chair of the Board, said, “We are pleased to welcome Gary to the Board. He brings decades of relevant experience in the medical device industry, and we are confident we will benefit from his leadership expertise as we advance our strategy and capture the significant opportunities ahead.”
“We are pleased to reach a constructive resolution with Company and are confident that these changes will help further our shared goal of long-term shareholder value creation. We believe Gary will be a tremendous addition to Anika’s Board,” said David Johnson, Managing Partner of Caligan. “We look forward to continuing to engage and support the Company’s Board and leadership team as they drive enhanced stockholder value creation.”
Under the terms of the cooperation agreement, Caligan has agreed to support the Board’s full slate of directors at the 2023 Annual Meeting. In addition, Caligan has agreed to customary standstill, voting commitments and other provisions. A complete copy of the cooperation agreement will be filed on Form 8-K with the U.S. Securities and Exchange Commission.
The Board will present its recommendations regarding director nominees for election at the 2023 Annual Meeting in the Company's definitive proxy statement to be filed with the SEC.
Piper Sandler is serving as financial advisor to Anika and Goodwin Procter LLP is serving as Anika’s legal counsel. Schulte, Roth & Zabel is serving as Caligan’s legal counsel.