Knight Therapeutics Inc. (GUD) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Knight Therapeutics. Please note, today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn the meeting over to Jonathan Goodman, CEO of Knight Therapeutics. The floor is yours.

Good morning. Welcome to Knight Therapeutics' Annual Meeting of Shareholders. We have chosen to hold the meeting via live audio webcast rather than in person as a result of the recent global pandemic due to COVID-19 and to ensure everyone's safety. My name is Jonathan Goodman, CEO of Knight Therapeutics. And exceptionally, I will chair today's meeting. Also with me on this call is Samira Sakhia, our President; and Bryan Kujawski, our External Counsel. Samira will act as secretary of today's meeting. Bertrand Gely and [ Ivan Karekezi ] of AST Trust Company will be acting as scrutineers for this meeting. Our agenda today is straightforward. First, we will conduct the formal part of the meeting. Following the formal part of the meeting, I will make a few remarks of my own. Finally, we'll do our best to answer any questions you may have. Questions, objections, proposals and comments may be provided by the registered shareholders or their duly appointed proxy holders through the question box identified by the message icon on the top-right portion of your screen. To respond, our external counsel will read the questions aloud, and either I or Samira will respond. I will now call this meeting to order and ask the secretary to confirm delivery of notice of this meeting and to report on the number of shares present by webcast or by proxy.

Mr. Chair, notice of this meeting was mailed to the shareholders on or before June 4, 2020. The scrutineers have advised me that we have at least 280 shareholders represented at this meeting either via the webcast or by proxy, representing 90,480,849 shares. The shares represented at this meeting carry in aggregate 69.11% of the total shares -- total outstanding shares eligible to vote at this meeting.

Thank you, Samira. Therefore, I declare that in accordance with Knight's bylaws, sufficient shareholders are present, either via webcast or by proxy, to constitute a duly convened Annual Meeting of Shareholders of Knight Therapeutics Inc. We will conduct the voting on all matters to be considered at this meeting by ballot through the facilities of this webcast. The ballot will be open for voting on all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your vote. There will be an opportunity to ask questions on each resolution in turn. In addition, due to the nature of this forum, I will call each motion, and the secretary will second the motions. The voting is now open. All registered holders and duly appointed proxy holders may cast your votes now through the webcast platform by clicking your desired selection. In order to vote on all matters coming before this meeting, please scroll down on your screen via the webcast platform. Once discussion on all items of business have concluded, I will give you time to enter your votes and then declare voting closed on all resolutions. The results of the votes will be published following the meeting in accordance with the rules of the TSX. I will now table the minutes of meeting of the Annual Shareholders' Meeting of Knight Therapeutics held on May 7, 2019. I am a shareholder of Knight Therapeutics, and I move that the secretary be dispensed from reading the minutes of May 7, 2019, Annual Shareholders' Meeting.

Mr. Chair, I am a shareholder of Knight Therapeutics Inc., and I second the motion.

Thank you, Samira. The motion is passed. I would now table the consolidated financial statements of the corporation for the fiscal period ended December 31, 2019, and report thereon of Ernst & Young LLP, auditors of the corporation. I'm a shareholder of Knight Therapeutics. I'm a big shareholder, actually, and I move that the secretary be dispensed from reading the auditors' report.

Mr. Chair, I am a shareholder of Knight Therapeutics Inc., and I second the motion.

Thank you, Samira. The motion is passed. I will now introduce the directors of Knight Therapeutics proposed for election for the ensuing year. The directors of Knight Therapeutics proposed for election are Jim Gale, myself, Jonathan Goodman, Samira Sakhia, Robert Lande, Michael Tremblay, Nicolás Sujoy and Janice Murray. As I mentioned earlier, to facilitate the logistics of the meeting, I will present the motions for the items of business proposed by management, and Samira will second. I'm a shareholder of Knight Therapeutics, and I move that the following persons be nominated directors of Knight Therapeutics for the ensuing year: Jim Gale, Jonathan Goodman, Samira Sakhia, Robert Lande, Michael Tremblay, Nicolás Sujoy, Janice Murray. I now ask Samira to second the motion.

Mr. Chair, I am a shareholder of Knight Therapeutics Inc., and I second the motion.

Thank you, Samira. By the way, this is the only time Samira actually listens to me. Are there any comments, questions or additional nominations? [Operator Instructions]

Mr. Chair -- it's me. Mr. Chair, we don't have any questions or comments on this item of business at this time.

Please proceed to cast your votes, if you have not already done so. We will move on to the next item of business. I will now present the motion to appoint auditors for the ensuing year and to authorize the directors to fix through remuneration of auditors. I will move that Ernst & Young LLP be appointed as auditors for the 2020 fiscal year and that the Board of Directors be authorized to fix their remuneration. I will now ask Samira to second the motion.

Mr. Chair, I second the motion.

Thank you, Samira. Are there any comments or questions? [Operator Instructions]

Mr. Chair, we don't have any questions or comments on this item of business.

The next item of business is the consideration of an ordinary resolution to approve the unallocated options under the stock option plan for the ensuing 3 years. The Board approved the unallocated options under the stock option plan for the ensuing 3 years on May 26, 2020. The TSX requires that the corporation obtain shareholder approval every 3 years for unallocated entitlements under the stock option plan. The full text of the resolution is on Page 26 of the Management Information Circular. In order to be effective, this ordinary resolution must be approved by a simple majority of the total votes cast. I move that the unallocated options under the stock option plan for the ensuing 3 years be approved. I will now ask Samira to second the motion.

Mr. Chair, I second the motion.

Thank you, Samira. Are there any comments or questions? [Operator Instructions]

Mr. Chair, we don't have any questions or comments on this item of business.

Receiving none, this concludes my formal business portion of the meeting. I will now pause to allow a registered -- any registered shareholder and duly appointed proxy holders who are not -- who have not already done so to cast their votes through the webcast platform by clicking their desired selection. [Voting]

Thank you. The voting is now closed. Based on proxies received and votes cast at the meeting, I declare each nominee for election of Director of Knight Therapeutics to hold the office until the next annual election of directors or until their successors are elected or appointed, and I declare each officer -- each other motion carried. We will now move to the next portion of our meeting, where I will provide more information on the events of 2019. Since founding Knight in 2014, we've set out to build a rest-of-the-world pharmaceutical company that brings innovative pharmaceuticals that help the lives of patients. Over the last 6 years, we've entered into agreements for over 20 products at various stages of development. In the last 6 years, we've committed to deploy over $700 million. And today, we have a business that spans 11 countries. During 2019, we announced and closed the first half of our transformative acquisition of Grupo Biotoscana, a pan-Latin American specialty pharmaceutical company with commercial activities in 10 countries. The LATAM pharmaceutical market is large and growing faster than most geographic regions. This market is large enough to present us with a meaningful opportunity, while at the same time, it's a market that licensors deprioritize as they focus on U.S., Western Europe, China and Japan. In addition to its attractiveness, we also saw a need and an opportunity to provide a one-stop shop, a commercial solution to potential licensors on a pan-American ex-USA basis. While there are a number of large pharma companies operating in Latin America, very few of them cover the whole region. With the acquisition of GBT, Knight is the company best positioned to provide this one-stop shop for an entire LATAM geography. Grupo Biotoscana provides Knight with an immediate presence in our high-priority markets, including a solid footprint across 10 countries and a diversified portfolio, including a number of in-licensed specialty pharmaceutical products. Both our companies focused on in-licensing late-stage innovative products as well as established products. We both promote branded pharmaceutical products to physicians, and we both pursue growth while maintaining a rigid focus on financial discipline. The acquisition of 100% of GBT will be completed by way of a 2-step transaction. The first step was the acquisition of 51.2% majority stake through a purchase transaction, which closed on November 29 last year, giving Knight controlling interest. In December last year, we started the process for a second step, the mandatory tender offer to the minority shareholders. This process has already concluded Brazilian exchange approval and is under Brazilian Security Commission's review. We expect to complete the second step in Q3. Our last several months, our team has been working together to not only integrate the businesses, but also busy on business development efforts to acquire and in-license innovative pharmaceuticals for the pan-American ex-USA market. The recent outbreak of the coronavirus of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity. A public health pandemic, including COVID-19, poses the risk that the company and its employees, contractor suppliers and other partners may be prevented from concluding business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. Certain countries where Knight has significant operations have required entities to limit or suspend business operations and have implemented travel restrictions and quarantine measures. As a pharmaceutical company, Knight is working to alleviate some of the pressures that the global COVID-19 pandemic has placed to on our health care system and ensuring -- and ensure that we maintain supply of our medications to patients. All of our employees have transitioned to working remotely, including our field sales and medical teams. In Argentina, where we manufacture our branded generic products, we have implemented precautionary measures to ensure safety and continuity of supply. These steps are being taken to minimize personal interaction as much as possible to stem disease spread and to flatten the curve. In the field of pharmaceutical market, increased social contact, such as interactions between sales representatives or medical science liaisons with health care providers, has the potential to counteract these important public health initiatives and to put our employees, patients and health care professionals at risk. The Knight and GBT teams have established digital and virtual channels to ensure that physicians and patients continue to receive continued support. We are committed to ensuring the safety of our employees and the uninterrupted supply of our medicines. We are actively working with our partners to minimize business interruption and to ensure uninterrupted product supply. I want to thank our shareholders for their patience and support over the last several years. Our plan is to continue to develop, in-license and acquire innovative pharmaceuticals for the pan-American ex-USA market so that we can make people better and make money in the process. This concludes my formal comments for today. Thank you for joining us. Now we will be pleased to answer any questions from shareholders and duly appointed proxy holders. [Operator Instructions] As there are no further questions at this time, I will now ask Samira for a motion to terminate the meeting.

Mr. Chair, I move that the meeting be terminated.

Thank you. I will second the motion. Unless there are any objections, we will consider this motion carried. Are there any objections?

Mr. Chair, there are no objections.

I declare the meeting carried and the meeting terminated. Thank you again for your interest and ongoing support and for taking the time to join us today.

Ladies and gentlemen, this concludes today's conference call. You may now disconnect.