DALLAS, June 23, 2014 (GLOBE NEWSWIRE) -- The Special Committee of SWK Holdings Corporation (OTCBB:SWKH) ("SWK" or the "Company"), a life science focused specialty finance company, today issued the following statement regarding Carlson Capital's letter to the Special Committee dated June 20, 2014:
"In response to Carlson Capital's May 16, 2014 proposal to acquire 80 million shares of newly issued common stock of the Company at a price of $1.20 per share, the Special Committee has been considering a range of debt and equity financing alternatives with the objective of ensuring that the financing transaction ultimately pursued by the Company is in the best interests of all stockholders of the Company. The Special Committee has had preliminary conversations with Carlson Capital concerning potential transaction structures but to date has had no discussions regarding price.
"The Special Committee is disappointed in Carlson's attempt to thwart the process by which the Special Committee has been evaluating financing alternatives, including the proposal by Carlson Capital. Carlson Capital's June 20th letter is nothing more than a tactic aimed at pressuring the Special Committee to accept its proposal without ensuring that the stockholders of the Company that are not affiliated with Carlson Capital have the opportunity to make an informed decision as to whether the Company should engage in a transaction that on its face would be highly dilutive to them.
"The Special Committee's request that, prior to engaging with Carlson to discuss an appropriate valuation of the Company, the Company and Carlson should agree to certain customary and appropriate protections for the unaffiliated stockholders, including that any transaction with Carlson will be subject to a non-waivable vote of the majority of the total outstanding shares held by stockholders that are not affiliated with Carlson Capital, is consistent with well-established principles of fairness to stockholders under Delaware law.
"Carlson Capital asserts that subjecting a transaction between itself and the Company to a vote of the majority of the outstanding shares held by unaffiliated stockholders is 'unnecessary' and 'creates risk to the completion of the transaction,' yet a nationally recognized proxy solicitation firm has advised the Company that such a vote is achievable, a fact that the Special Committee conveyed to Carlson Capital last week. The Special Committee is likewise perplexed as to why such a vote should be viewed as "unnecessary" when the purpose of the vote is to permit the unaffiliated stockholders to have an informed and deliberate voice in the decision whether to engage in a highly dilutive transaction with a stockholder who, with ownership in excess of 30%, is the Company's largest stockholder. Furthermore, Carlson Capital's refusal to agree to provide all of the unaffiliated stockholders with a say in a financing transaction of such magnitude raises concerns by the Special Committee as to the adequacy of the price that Carlson ultimately might be willing to pay.
"Unlike Carlson Capital, the members of the Special Committee have no personal interest in and would receive no personal benefit as a result of the transaction proposed by Carlson Capital. As the Delaware Supreme Court has stated, '[a] fair process usually results in a fair price.' The Special Committee's principal objective is to ensure that the process by which Carlson Capital's financing proposal is evaluated is fair to the unaffiliated stockholders and, if ultimately pursued, would result in pricing and other terms that are not coercive to such stockholders.
"Contrary to Carlson Capital's assertions, the Special Committee has been open to discussing multiple transaction structures as the committee has informed Carlson Capital in its discussions prior to the release of Carlson Capital's June 20th letter. As well, the Special Committee proposed various alternative transactions to Carlson Capital within the last week. Overall, the Special Committee believes that Carlson Capital's June 20th letter vastly overstates where the parties are in the overall process and where they can legitimately be in any negotiation given the need for certain additional financial information that has been requested by the Special Committee and that management has been diligently preparing.
"The Special Committee stands ready and willing to further evaluate the merits of a potential financing transaction with Carlson Capital or any other financing alternatives."
About SWK Holdings Corporation
SWK Holdings Corporation is a specialized finance company with a focus on the global healthcare sector. SWK partners with ethical product marketers and royalty holders to provide flexible financing solutions at an attractive cost of capital to create long-term value for both SWK's business partners and its investors. SWK believes its financing structures achieve an optimal partnership for companies, institutions and inventors seeking capital for expansion or capital and estate planning by allowing its partners to monetize future cash flow with minimal dilution to their equity stakes. Additional information on the life science finance market is available on the Company's website at www.swkhold.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar expressions are forward-looking statements. Because these statements reflect our current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors, as more fully described under the caption "Risk Factors" in our Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein or therein, could affect our future financial results and could cause our actual results to differ materially from those expressed in forward-looking statements contained in our Annual Report on Form 10-K. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
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