Delaware Court of Chancery Dismisses Vermillion Dissident Shareholder Suit
AUSTIN, Texas, Nov. 19, 2012
AUSTIN, Texas, Nov. 19, 2012 /PRNewswire/ -- On November 16, 2012, the
Delaware Court of Chancery has dismissed with prejudice a lawsuit brought
against Vermillion, Inc. and its board of directors by dissident
stockholders, Gyorgy B. Bessenyei and Robert S. Goggin, III.
Following the decision, a proxy filed with the Securities Exchange Commission
(SEC) by an alleged stockholder group led by Bessenyei and Goggin describes
Goggin as "honest and trustworthy." However, the Delaware Court of Chancery
court issued findings to the contrary. The court ruled that Goggin and
Bessenyei had illegally falsified documents and, moreover, that the conduct of
Goggin appeared to be a violation of the Pennsylvania rules of professional
conduct applicable to Pennsylvania lawyers.
With the suit now dismissed with prejudice, which disallows its re-filing,
Vermillion can move forward with the company's annual meeting. The meeting had
been delayed due to the Bessenyei and Goggin lawsuit, which prohibited the
company from holding a meeting until the matter was resolved. The company will
provide further details regarding the annual meeting once a meeting and record
date is set by the board of directors. The company will propose one director
for the single seat up for election.
Important Additional Information
In connection with its 2012 annual meeting of stockholders, Vermillion will
file with the SEC a definitive proxy statement and other documents regarding
the 2012 annual meeting, and will also mail to each stockholder of record
entitled to vote at the 2012 annual meeting the definitive proxy statement and
a proxy card. STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANY'S 2012
DEFINITIVE PROXY STATEMENT AND ANY OTHER SOLICITING MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION. When they are available, the definitive proxy statement
and other documents relating to the 2012 annual meeting of stockholders may be
obtained free of charge from the SEC's Electronic Data Gathering Analysis and
Retrieval system ("EDGAR") at www.sec.gov or from Vermilion's website at
www.vermillion.com, under Investors – SEC Filings.
The company and its directors, director nominee and executive officers may be
deemed to be participants in the solicitation of proxies in connection with
the company's 2012 annual meeting of stockholders. Detailed information
concerning the company's directors, director nominee and officers is available
in the company's amended preliminary proxy statement for its 2012 annual
meeting of stockholders filed with the SEC on May 17, 2012, as well as in
other public filings made by the company with the SEC. Additional information
regarding the company's directors, director nominee, executive officers and
other persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of proxies for the 2012 annual meeting of
stockholders, including their respective interests by security holdings or
otherwise, will be set forth in the definitive proxy statement for the
company's 2012 annual meeting of stockholders when it is filed with the SEC.
Vermillion, Inc. (NASDAQ:VRML) is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help physicians
diagnose, treat and improve outcomes for patients. Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in oncology,
hematology, cardiology and women's health. Additional information about
Vermillion can be found at www.vermillion.com.
Certain matters discussed in this press release contain forward-looking
statements that involve significant risks and uncertainties, including
statements regarding Vermillion's plans, objectives, expectations and
intentions. These forward-looking statements are based on Vermillion's current
expectations. The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for such forward-looking statements. In order to comply with the
terms of the safe harbor, Vermillion notes that a variety of factors could
cause actual results and experience to differ materially from the anticipated
results or other expectations expressed in such forward-looking statements.
Factors that could cause actual results to materially differ include but are
not limited to: (1) uncertainty as to Vermillion's ability to protect and
promote its proprietary technology; (2) Vermillion's lack of a lengthy track
record successfully developing and commercializing diagnostic products; (3)
uncertainty as to whether Vermillion will be able to obtain any required
regulatory approval of its future diagnostic products; (4) uncertainty of the
size of market for its existing diagnostic tests or future diagnostic
products, including the risk that its products will not be competitive with
products offered by other companies, or that users will not be entitled to
receive adequate reimbursement for its products from third party payors such
as private insurance companies and government insurance plans; (5) uncertainty
that Vermillion has sufficient cash resources to fully commercialize its tests
and continue as a going concern; (6) uncertainty whether the trading in
Vermillion's stock will become significantly less liquid; and (7) other
factors that might be described from time to time in Vermillion's filings with
the Securities and Exchange Commission (SEC). All information in this press
release is as of the date of this report, and Vermillion expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to
any such statements to reflect any change in Vermillion's expectations or any
change in events, conditions or circumstances on which any such statement is
based, unless required by law.
This release should be read in conjunction with the consolidated financial
statements and notes thereto included in the company's most recent reports on
Form 10-K and Form 10-Q. Copies are available through EDGAR at www.sec.gov.
Liolios Group, Inc.
SOURCE Vermillion, Inc.
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