RiskMetrics Further Advises Shareholders to Reject Entire Management
Slate of InSite Vision, Including the Chairman and Chief Executive Officer
AUSTIN, Texas and HOUSTON, Sept. 11 /PRNewswire/ -- PTV Sciences
("PTV"), a healthcare venture capital and growth equity firm, is pleased to
announce that RiskMetrics Group -(Formerly known as ISS), the worlds
largest proxy advisory and corporate governance firm, recommended that the
stockholders of InSite Vision Incorporated (Amex: ISV) vote the GOLD proxy
card in favor of the majority of PTV's nominees, Rick Anderson, Tim
McInerney, Evan Melrose, M.D., and Robert O'Holla in connection with the
election of directors at the upcoming annual meeting. Furthermore,
RiskMetrics recommends stockholders and institutional investors NOT VOTE
the Company's white proxy card. In particular, RiskMetrics rejected the
entire management slate, including the Chairman and Chief Executive
Officer, Kumar Chandrasekaran.
Dr. Evan Melrose, a managing director at PTV Sciences, commented
"RiskMetrics is a universally recognized independent voice for both retail
and institutional investors. We were pleased to have their support for our
nominees, and agree with their recommendation to reject all of the current
Board of Directors, including the company's chairman and chief executive
officer, Kumar Chandrasekaran. This is the second report from an
independent advisory firm this week that highlights the strengths of our
proposed slate, and confirms the clear need for meaningful change at InSite
Vision."
In advance of issuing its report RiskMetrics met with representatives
of both groups. In its report, RiskMetrics described its processes as
follows: "When a dissident seeks a majority of board seats, RiskMetrics
will require from the dissident a well-reasoned and detailed business plan,
including the dissident's strategic initiatives, a transition plan and the
identification of a qualified and credible new management team. RiskMetrics
will then compare the detailed dissident plan against the incumbent plan
and the dissident director nominees and management team against the
incumbent team in order to arrive at our vote recommendation."
The report underscored the absence of effective communication by InSite
Vision, specifically noting "that management most recently publicly
communicated its strategic plan during the August 11, 2008 earning
conference call (after market close). Although in our meeting, management
asserted that it has regularly communicated its plan to shareholders, we
note that the company's share price reacted negatively to the joint
earnings and strategic plan announcement. The company's share price
declined by 16.7 percent from August 11 close of $0.66 to August 12 close
of $0.55."
The report continues by stating that "our analysis indicates the
company has a pattern of failing to articulate and timely deliver in total
or in part on the commitments and deadlines it has made to investors via
its past public statements. We observed seventeen occasions, over the
period from 2002 to 2008, that company statements that referred to
projected timelines, schedules, product development, approval and/or
commercialization status were delayed, modified or abandoned." The report
cites management's inability to forecast and deliver, stating "Although
delays in development of new products are common and to be expected, there
appears to be a pattern of inaccurate dissemination of information
regarding forecasts and projections that supports [PTV's] case that
investor confidence in the strategic leadership in the company has eroded
over time."
The report also states that "[PTV's] nominees would bring complimentary
skills and significant experience in the areas of marketing and developing
partnerships between small and large biopharma companies, obtaining
external market exposure and managing investor expectations, and providing
medical, regulatory and financial expertise to the board."
The RiskMetrics report concludes with a powerful recommendation that
InSite Vision stockholders for vote the GOLD card, stating that "We believe
that change in this case is preferable to the status quo and believe that
some of the dissident [PTV] nominees will add value to board deliberations
and enhance management oversight that is more likely to create long term
shareholder value. We believe Mr. Anderson's big pharma marketing
experience, Mr. McInerney's finance experience, Mr. Melrose's medical and
healthcare experience and Mr. O'Holla's big pharma regulatory affairs
experience will be beneficial to the board in this respect." The report
concludes that "we note that the dissidents have met the burden of proof
that change is warranted and have provided a detailed plan."
All stockholders are encouraged to sign, date and return the GOLD proxy
card. You may also vote by phone or on the Internet by following the
instructions on the GOLD proxy card. Do not return any WHITE proxy card
that you receive from management. If you have any questions or need
assistance voting your shares, please contact MacKenzie Partners, Inc.,
which is assisting us in this matter, toll-free at (800) 322-2885 or
insiteproxy@mackenziepartners.com.
About PTV Sciences
PTV Sciences ("PTV") is a healthcare venture capital and growth equity
firm focused on enabling healthcare entrepreneurs and global innovation. We
are a highly collaborative investment team of 22 professionals, deeply
experienced as investors and operators of life science companies. PTV
Sciences focuses on enabling industry leading companies and investing in
extraordinary people in the healthcare and life sciences sector, including
ophthalmology, medical devices, biotechnology, pharmaceuticals, and
diagnostics.
Notice
In connection with InSite Vision Incorporated's upcoming 2008 annual
meeting of stockholders (the "Annual Meeting"), on August 18, 2008, Pinto
Technology Ventures, L.P. ("PTV"), filed with the Securities and Exchange
Commission (the "SEC") a proxy statement (the "PTV Proxy Statement") and
related materials for the solicitation of proxies from InSite stockholders
for use at the Annual Meeting. PTV, its director nominees and certain of
PTV's affiliates are or may be deemed to be participants in the
solicitation of proxies with respect to the Annual Meeting. Information
regarding PTV, its nominees and such participants is contained in the
Schedule 14A and related materials filed by PTV with the SEC. InSite
stockholders should read the PTV Proxy Statement and related materials
filed with the SEC with respect to the Annual Meeting because they contain
important information. These materials are available without charge at the
SEC's website at http://www.sec.gov.
SOURCE PTV Sciences
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CONTACT: Kelley L. Eddington, Fund Administrator, PTV Sciences, +1-512-542-0010, kelley@ptvsciences.com, or Joseph Doherty, MacKenzie Partners, Inc., +1-212-929-5500, insiteproxy@mackenziepartners.com
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