United States securities and exchange commission logo
April 5, 2023
Eleazer Klein
Partner
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
Re: Anika Therapeutics,
Inc.
Preliminary Proxy
Statement filed by Caligan Partners LP et al.
Filed on March 30,
2023
File No. 001-14027
Dear Eleazer Klein:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement
Cover Letter, page 1
1. Each statement or
assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual
basis must exist for each such opinion or belief. Support for opinions
or beliefs should be
self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental
basis. Please provide support for the following statements:
that "the Board
s poor oversight of business development initiatives and commercial
losses have
contributed to Anika s share price decline." (cover letter)
that the
compensation committee has "consistently overpaid Anika management for
Anika s terrible
absolute and relative performance and is thus primarily responsible
for what Caligan
believes is a misalignment of executive compensation and
shareholder
returns." (page 8)
Eleazer Klein
FirstName LastNameEleazer
Schulte Roth & Zabel LLP Klein
Comapany
April NameSchulte Roth & Zabel LLP
5, 2023
April 25, 2023 Page 2
Page
FirstName LastName
Background of this Proxy Solicitation, page 3
2. Please provide support for your estimates of annual losses for the JP
Segment and the
revenue growth needed (252%) for the segment to break even.
3. Your disclosure states that "After the Company s 4Q2022 earnings
call, sell-side analysts
remarked, 'we find both targets as unlikely to be achieved and
impossible to try to prove at
this point given the material deterioration in the company s
financials over the past few
years.' You refer to analysts, plural, but name only one analyst
in your footnote. Revise
the text to refer to one analyst or the footnote to include more than
one analyst.
4. Refer to the TSR table appearing on page 3. Include the footnote text
for the footnotes that
appear on the table on page 3.
5. We note, on page 4, that you state that Anika can be worth ~$60 per
share... The
inclusion of valuations in soliciting materials is only appropriate
and consonant with Rule
14a-9 when made in good faith and on a reasonable basis and where
accompanied by
disclosure which facilities shareholders understanding of the basis
for and the limitations
on the projected realizable values. See Exchange Act Release No. 16833
(May 23, 1980).
Please revise your disclosure to include your analysis supporting your
statement and
confirm that in future filings in which you provide similar disclosure
you will include a
similar analysis.
Proposal 1: Election of Directors, page 6
6. Your disclosure describes the effect of abstentions on the outcome of
Proposal 1 but the
card does not include an "abstention" alternative in your proxy card.
Please revise your
disclosure.
Questions and Answers about the Proxy Materials and the Annual Meeting, page 12
7. We note the following disclosure on page 11 and in the form of proxy
card that if "you
vote FOR more than two nominees on a BLUE proxy card... your
shares will be voted
'FOR' the Caligan nominees and to 'WITHHOLD' on the opposed company
nominees."
Please provide a detailed legal analysis supporting the validity of
this approach both under
the federal proxy rules, in particular Rule 14a-4(e), and under
applicable state law.
Alternatively, please amend the disclosure here (and similar
disclosure elsewhere,
including on the proxy card) to provide that an overvote on Proposal 1
will result in the
votes on that proposal being invalid and not counted.
General
8. Revise your proxy statement to include the language required by Item
7(f) of Schedule
14A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Eleazer Klein
Schulte Roth & Zabel LLP
April 5, 2023
Page 3
Please direct any questions to Daniel Duchovny at 202-551-3619.
FirstName LastNameEleazer Klein Sincerely,
Comapany NameSchulte Roth & Zabel LLP
Division of
Corporation Finance
April 5, 2023 Page 3 Office of Mergers &
Acquisitions
FirstName LastName