CuraGen Corporation
322 East Main Street
Branford, Connecticut 06405
Attn: Corporate Secretary
Re: Solicitation Notice to Nominate Candidates for Election as Directors at the 2009 Annual Meeting of Stockholders of CuraGen Corporation (“CuraGen”)
Gentlemen:
DellaCamera Capital Master Fund, Ltd., a Cayman Islands exempted company (the “DellaCamera Fund“), is currently the record holder of 1,000 shares of common stock of CuraGen, par value $.01 (the “Common Stock“), and the beneficial owner of an additional 3,757,988 shares of Common Stock. The DellaCamera Fund, a private investment fund, has a name and address on the CuraGen stock transfer ledger of DELLACAMERA CAPITAL MASTER FUND LTD at 461 FIFTH AVE 10TH FLOOR NEW YORK NY 10017. Because the record date for the CuraGen 2009 Annual Meeting of Stockholders (the “2009 Annual Meeting“) has not been announced publicly, the number of shares of Common Stock which will be owned beneficially or of record by the DellaCamera Fund as of such record date is not known. The DellaCamera Fund currently does not hold any proxies relating to any CuraGen shares.
In accordance with Article I, Section 7(C) of the CuraGen By-laws, the DellaCamera Fund hereby delivers this Solicitation Notice to CuraGen for the purpose of nominating the two (2) individuals (the “Stockholder Nominees“) specified below for election as Class II Directors of CuraGen at the 2009 Annual Meeting (or a special meeting held in lieu thereof). The DellaCamera Fund shall hereafter be referred to as the “Nominating Stockholder.”
THE STOCKHOLDER NOMINEES:
1. Ralph DellaCamera, Jr.
Ralph DellaCamera, Jr., age 55, is a Managing Member and the Chief Investment Officer of DellaCamera Capital Management, LLC (“DCM“), the investment manager of the DellaCamera Fund. Prior to forming the DellaCamera Fund in 2005, Mr. DellaCamera was a Managing Director in the Leveraged Finance Groups of Guggenheim Capital Markets and Maxcor Financial, Inc. from 2002 to 2005. From 2000 to 2002, Mr. DellaCamera co-owned DellaCamera Giordano Securities, a broker/dealer based in Connecticut specializing in convertible and distressed securities. From 1986 until 1999, Mr. DellaCamera worked at Elliott Management Corporation (“Elliott“), a company that provides management services to Elliott Associates, L.P. and other affiliated private investment funds, as the head trader and senior risk manager. Mr. DellaCamera is a graduate of the University of New Haven.
As a Managing Member of DCM, Mr. DellaCamera may be deemed to have beneficial ownership of the securities of CuraGen owned directly by the DellaCamera Fund. As of the date of this notice, Mr. DellaCamera does not, directly or indirectly, beneficially or of record, own any CuraGen securities except as described in the preceding sentence.
The business address of Mr. DellaCamera is DellaCamera Capital Management, LLC, 461 Fifth Avenue, 10th Floor, New York, New York 10017.
2. Richard P. Mansouri
Richard P. Mansouri, age 39, is a Portfolio Manager and Head of Research at DCM. Mr. Mansouri has been with DCM since August 2007, where his primary responsibilities consist of providing research, analysis, and trading recommendations for a wide variety of debt and equity investments, which include select investments in the biopharmaceutical space. Prior to joining DCM, Mr. Mansouri was a Partner/Member of Para Advisors LLC (“Para“), an investment management firm, where he worked from January 2002 through July 2007. Prior to Para, Mr. Mansouri was a Senior Analyst at Elliott, where he worked from January 1995 through September 2001. Mr. Mansouri has been in the financial industry since 1991, including holding positions at Lazard Freres & Co. and Investcorp International Inc. Mr. Mansouri graduated magna cum laude from the University of Pennsylvania with a B.S.E. degree from The Moore School of Electrical Engineering and a B.S.Econ. degree from The Wharton School.
As of the date of this notice, Mr. Mansouri does not, directly or indirectly, beneficially or of record, own any CuraGen securities.
The business address of Mr. Mansouri is DellaCamera Capital Management, LLC, 461 Fifth Avenue, 10th Floor, New York, New York 10017.
The Nominating Stockholder believes that the background and qualifications of the Stockholder Nominees shows them to be well qualified to serve on the CuraGen Board of Directors, and that each of the Stockholder Nominees would add value and would strengthen the quality of the entire CuraGen Board of Directors. It is the Nominating Stockholder’s present intention to deliver a proxy statement and form of proxy to a sufficient number of holders of CuraGen’s voting shares to elect the Stockholder Nominees. The Nominating Stockholder has not at this time engaged representatives or persons to assist in any proxy solicitation with respect to the 2009 Annual Meeting.
Neither of the Stockholder Nominees has held a position or office with or been a director of CuraGen, and none of the employers listed above are a parent, subsidiary or affiliate of CuraGen.
With respect to all securities of CuraGen purchased or sold by each of the Stockholder Nominees and the Nominating Stockholder within the past two (2) years, the dates on which such securities were purchased or sold and the amounts of such purchases or sales by each are set forth onSchedule 1 attached hereto.
No part of the purchase price or market value of any of the shares purchased and owned beneficially, directly or indirectly by either of the Stockholder Nominees or the Stockholder Nominee within the past two (2) years was borrowed or otherwise obtained for the purpose of acquiring or holding such securities, except as described below. In the normal course of its business, the Nominating Stockholder purchases securities using funds from its general account and funds borrowed against securities it already owns. The Nominating Stockholder cannot determine whether any funds allocated to purchase CuraGen securities were from the Nominating Stockholder’s general account or from borrowings against securities it already owns.
Neither of the Stockholder Nominees is, or within the past year was, a party to any contract, arrangement or understanding with any person with respect to any securities of CuraGen, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
Other than DCM, an associate of Mr. DellaCamera which may be deemed to have indirect beneficial ownership of the shares of Common Stock held directly by the DellaCamera Fund in DCM’s capacity as the investment manager of the DellaCamera Fund, no associate of the Stockholder Nominees owns any securities of CuraGen beneficially, directly or indirectly.
Neither of the Stockholder Nominees beneficially owns, directly or indirectly, any securities of any parent or subsidiary of CuraGen.
Except as previously noted regarding the capacity of each Stockholder Nominee in DCM (Mr. DellaCamera as a Managing Member of DCM and Mr. Mansouri as an employee of DCM), neither of the Stockholder Nominees has any arrangement or understanding between him and any other person, including the Nominating Stockholder, pursuant to which such Stockholder Nominee is to be selected as a director or nominee of CuraGen other than his consent to serve as a Director of CuraGen, if elected.
Neither of the Stockholder Nominees or any of their associates has any arrangement or understanding with any person with respect to any future employment by CuraGen or its affiliates or with respect to any future transaction to which CuraGen or any of its affiliates may be a party. The Nominating Stockholder and DCM have had and continue to have periodic discussions with CuraGen regarding methods of delivering additional value to the CuraGen stockholders, including the possible alternative deployment of CuraGen’s capital and possible utilization of CuraGen’s tax assets.
Neither of the Stockholder Nominees has a substantial interest, direct or indirect, by security holdings or otherwise, that will be acted upon at the 2009 Annual Meeting other than as to their election as directors.
In the past five (5) years, none of the Stockholder Nominees has been a party to or convicted in any legal or bankruptcy proceeding or subject to any judgment, order or decree of the type described in Item 401(f) of Securities and Exchange Commission (“SEC”) Regulation S-K.
Neither of the Stockholder Nominees nor any of their associates is a party adverse to or has a material interest adverse to CuraGen or any of its subsidiaries in any material pending legal proceeding.
Since the beginning of CuraGen’s last fiscal year, no Stockholder Nominee has been a party to or had or will have, a direct or indirect material interest in any transaction, series of transactions, or any currently proposed transaction or series of transactions, to which CuraGen or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000.
Neither of the Stockholder Nominees has any knowledge of any transaction described under Item 404(b) of Regulation S-K outside of what has been filed by CuraGen and third parties with the SEC and made publicly available.
Neither of the Stockholder Nominees was indebted to CuraGen or its subsidiaries at any time since the beginning of CuraGen’s last fiscal year in an amount in excess of $60,000.
Neither of the Stockholder Nominees has a family relationship with any director, executive officer, or other person nominated or chosen as of the date of this notice by CuraGen to become a director or executive officer.
With respect to the information of security ownership of certain beneficial owners and management of CuraGen, as required by Item 403 of Regulation S-K, neither of the Stockholder Nominees has any knowledge outside of what has been filed by CuraGen and third parties with the SEC and made publicly available.
Based solely on public filings to date, to the knowledge of the Stockholder Nominees, there has been no change in control of CuraGen since the beginning of CuraGen’s last fiscal year.
Each of the Stockholder Nominees would be deemed to be an “Independent Director” pursuant to the rules of NASDAQ.
Each of the Stockholder Nominees has consented to being named as a nominee in a proxy statement and on a proxy card and to serve as a director of CuraGen, if elected. Their signed consents are attached hereto.
If there is anything in this notice you do not understand or if you require any additional information please immediately contact Richard Mansouri at (212) 808-3565 or c/o DellaCamera Capital Management, LLC, 461 Fifth Avenue, 10th Floor, New York, New York 10017, or please contact Christopher P. Davis, Esq. at (212) 986-6000 or c/o Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue, New York, New York 10176.
DELLACAMERA CAPITAL MASTER FUND, LTD.
By: /s/ Andrew Kurtz
Name: Andrew Kurtz, Director
Title: Director
CRGN’s $79.8M in cash and short term investments consists of $45.6M in cash and equivalents, $18.0M in short-term investments and $16.1M in marketable securities.
CRGN’s $87.6M in cash and cash equivalents consists of $19.1M in cash and equivalents, $30.3M in short-term investments and $38.2M in marketable securities.
The absolute total return across the current and former positions as at February 28, 2009 was -3.7%, which was +7.0% higher than the S&P500’s return over the same periods. A negative return for the first period is disappointing, but we are heartened by the fact that we outperformed the market by a small margin.
Greenbackd 