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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ROCKWELL MEDICAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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When compared to a group of appropriately comparable peers (specialty pharmaceutical companies), Rockwell’s stock performance is strong.
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The appropriate comparison is the LifeSci Specialty Pharmaceutical Index1, a basket of publicly traded specialty pharmaceutical stocks traded with principal listings in the U.S.
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Rockwell has substantially outperformed the LifeSci Specialty Pharma Index by +3.7% over a 1-year period, +20.7% over the past three years, and +58.7% over the past ten years.
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The Company is making substantial progress commercializing Triferic and Calcitriol.
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Upon receiving the reimbursement code for Triferic from the Centers for Medicare and Medicaid Services (“CMS”) in 2015, Rockwell immediately began pursuing the transitional add-on reimbursement.
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Rockwell is seeking transitional add-on reimbursement for Triferic because it is the appropriate path to maximize shareholder value.
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To Rockwell Medical shareholders, we believe the potential difference in value between bundled reimbursement and add-on reimbursement is very important.
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There is substantial support for add-on reimbursement for Triferic from Congress.
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There is precedent with CMS granting add-on reimbursement to drugs like Triferic.
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Calcitriol, which has a potential market opportunity of about $50 million, is expected to be ready for shipment in the second half of 2017.
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Rockwell is working to commercialize Triferic and Calcitriol globally through license agreements and distribution agreements in China, Middle East countries, Canada, and India.
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Richmond’s claims about Rockwell’s arbitration with Baxter relating to the distribution of Rockwell’s concentrate products are incomplete and inaccurate.
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Regardless of the outcome associated with the current arbitration process, Rockwell will maintain its concentrate distribution business and shareholder value remains protected.
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Rockwell’s Board of Directors has been actively engaged in overseeing the execution of Rockwell’s strategy since the company’s IPO in 1995.
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Over the past 20+ years, Rockwell has evolved from a business primarily selling concentrate into a fully-integrated specialty pharmaceutical business on the cusp of commercializing Triferic - the only FDA-approved therapy indicated to replace iron and maintain hemoglobin in hemodialysis patients. Consistent with these developments, Rockwell’s Board has evolved.
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Rockwell’s Board has been deliberately built with the right skills and expertise necessary to execute the Company’s unique strategy and maximize the probability of Triferic’s success.
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In June 2016, Rockwell Medical appointed Dr. Robin Smith to the Board. Dr. Smith has extensive strategic, operational and management experience in the biopharmaceutical industry.
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In March 2017, Rockwell Medical nominated David Domzalski to the Board. Mr. Domzalski is an accomplished pharmaceutical executive with important experience for Rockwell’s business, including: commercial operations, clinical development, manufacturing, product development, corporate finance and business development.
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With the addition of David Domzalski at the 2017 Annual Meeting, Rockwell Medical’s Board will be stronger than ever, composed of highly motivated thought leaders with significant strategic and operational experience from around the globe.
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Over the past year, Rockwell Medical’s Board has considered and adopted several enhancements to its corporate governance and compensation practices in an effort to ensure the Company is appropriately structured, with best-in-class standards.
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Richmond and Ravich have a long history of working together and failing to inform Rockwell shareholders.
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For more than a year, Richmond and Ravich have tried to strong-arm management into a variety of sub-optimal strategies, including selling the Company and abandoning efforts to seek transitional add-on reimbursement.
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Richmond and Ravich did not properly disclose that they had spoken to a private equity firm about making a large investment in Rockwell and, in combination with their stock, possibly seeking to gain control of the Company.
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David Richmond threatened Rockwell management, stating that he would take the Company over in the next two years by running a proxy contest this year and again next year, and then take the Company private or sell it.
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Richmond consistently represented to Rockwell that its investment “group” controlled 20% of Rockwell’s stock. Richmond now denies it.
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If Richmond didn’t get what it wanted, Richmond threatened to “go nuclear” with a costly and distracting “war.”
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Mark Ravich has a poor history of performance at Orchids Paper Company since joining its board in 2013.
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On March 13, 2014, Faruqi & Faruqi, LLP issued a press release announcing the investigation of Orchids Paper Company for potential breaches of fiduciary duties by its Board of Directors.
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From July 2016 through May 2, 2017, Orchids’ stock has lost more than 50% of its value.
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Orchid’s Board of Directors regularly approved unsustainable dividends that in some instances exceeded earnings.
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On May 1, 2017, Orchids announced it was forced to suspend its quarterly dividend payment indefinitely, contributing to a 33.4% collapse in Orchids’ stock price, falling from $25.51 per share at the close of market trading on April 27, 2017, down to $17.00 per share at the market’s close on May 8, 2017.
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When given the opportunity, Mr. Ravich failed to set an example as a steward of good corporate governance.
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As Chairman of Orchids’ Governance and Nominating Committee, Mr. Ravich has neglected to implement a number of widely-recognized corporate governance best-practices.
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Rockwell does not need the type of experience Mark Ravich has, which includes:
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Real estate development experience;
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Discount retailing experience;
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Restaurant experience;
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Tissue paper company board experience;
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Bankruptcy experience;
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Poor governance experience;
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Threatened class action litigation experience.
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Negotiating with CMS for favorable reimbursement;
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Obtaining private insurer reimbursement;
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Launching a novel drug therapy;
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Marketing and selling novel therapies to providers;
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Managing third-party manufacturing arrangements;
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Managing global partnerships for drug distribution;
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Overseeing growth pharma enterprises.
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