Anika Settles With Dissident Shareholder, Expands BOD

Anika Therapeutics, Inc., a global joint preservation company, has appointed two new members to its Board of Directors (BOD) and authorized a $40 million share repurchase program.

The new additions to the Anika BOD are part of a cooperation agreement with Caligan Partners LP, an SEC registered healthcare investment firm based in New York city.

According to the agreement, MIMEDX CEO Joseph Capper and former Stryker CFO William Jellison will join Anika’s board of directors and will serve on Anika’s Capital Allocation Committee. Together, they bring more than 50 years of combined experience leading and growing MedTech companies.

Capper will join as a Class II director and Jellison will join as a Class I director. The Anika Board will therefore expand to ten directors, but only for a limited time.

At the upcoming 2024 Annual Meeting of Stockholders, Jeffery Thompson, an Anika Board member will retire. The net effect of all this is that Anika’s Board of Directors will be dominated by outside members. Indeed, eight of Anika’s nine members will be independent outsiders.

According to the company, dissident shareholder Caligan agreed to “support the Board’s full slate of directors at the 2024 Annual Meeting” and agreed to a “customary standstill, voting commitments and other provisions.” The cooperation agreement will be filed on Form 8-K with the SEC.

Anika President and CEO Cheryl R. Blanchard, Ph.D. said, “We are pleased to welcome Joe [Capper] and Bill [Jellison] to our Board at this important time for Anika. Over the last several months, we have implemented cost reduction initiatives to further reduce spending and focus our strategy on our core strengths. We are beginning to see the results of these efforts and remain on track to generate $25-$30 million in adjusted EBITDA for 2024, up over 75% at the midpoint from 2023.”

Dr. Blanchard continued, “In addition, Anika’s strong balance sheet allows us to continue to return capital to stockholders under the terms of the announced program. We believe Joe and Bill will bring important perspectives to our ongoing work to deliver meaningful solutions to our customers and their patients and drive shareholder value. Both new directors bring years of industry experience and have overseen successful transformations that drove significant value, and we are confident they will be immediately additive.”

The Anika BOD also announced the authorization of a $40 million share repurchase program, $15 million of which “will be effected through a 10b5-1 plan to be completed by June 30, 2025” while the remainder “will be purchased in the open market through June 30, 2026, subject to prevailing stock prices, general economic and market conditions, and other considerations.” This latest buyback authorization will take the place of the share repurchase program Anika announced in April 2023.