Basilea's Board proposes Martin Nicklasson to succeed Chairman Werner Henrich and recommends to shareholders that they do not support the request for a capital distribution at this time
(Thomson Reuters ONE) -
Basilea Pharmaceutica AG /
Basilea's Board proposes Martin Nicklasson to succeed Chairman Werner Henrich
and recommends to shareholders that they do not support the request for a
capital distribution at this time
. Processed and transmitted by Thomson Reuters ONE.
The issuer is solely responsible for the content of this announcement.
Basel, Switzerland, March 7, 2013 - Basilea Pharmaceutica Ltd. (SIX: BSLN)
released today the agenda for its April 9, 2013 Annual General Meeting (AGM).
The Basilea Board of Directors proposes Dr. Martin Nicklasson as designated non-
executive Chairman of the Board of Directors to succeed Werner Henrich whose
term will end at the upcoming AGM. Mr. Henrich will not stand for re-election as
he will reach the statutory age limit for board members in 2013.
Dr. Martin Nicklasson proposed for election to the Basilea Board of Directors
Dr. Nicklasson is a high-profile pharmaceutical business professional with
longstanding operational and board experience. He was born in 1955, is a Swedish
citizen and holds a PhD in pharmaceutical technology from the University of
Uppsala, Sweden. He is Associate Professor at the Department of Pharmaceutics,
University of Uppsala. Dr. Nicklasson has held numerous leadership and executive
positions in commercial operations and drug development at AstraZeneca Plc.,
including as a member of its Executive Committee. He was the President and CEO
of Biovitrum AB and Swedish Orphan Biovitrum AB, one of Europe's largest
specialty pharma companies focusing on rare diseases. Dr. Nicklasson serves as a
member on the boards of a number of biotech companies in Europe and the USA.
Immediate capital distribution considered not to be prudent
HBM Healthcare Investments (Cayman) Ltd. has requested that Basilea include a
proposal on the upcoming AGM agenda to distribute to its shareholders CHF 5.00
per share for a total of approximately CHF 48 million from capital contribution
reserves. Basilea's Board of Directors recommends that shareholders do not
support the proposal at this time.
The Board supports a capital distribution to shareholders in principal but
considers the proposed timing not to be prudent given the significant milestones
ahead for the Company this year and the need for financial flexibility to allow
the Board and Management to optimize the value of the Company for all
shareholders:
* First phase 3 results of isavuconazole for the treatment of life-threatening
fungal infections in transplant and cancer patients are expected in the
second half of 2013. If Basilea reaches its isavuconazole development and
regulatory milestones it is eligible for milestone payments, however, the
vast majority of the milestones are not anticipated in the short term.
* Ceftobiprole may be granted a marketing authorization in Europe for the
treatment of severe pneumonia in the hospital. The Company is aiming at
partnering the drug to optimize its commercial value worldwide, including
emerging markets such as China. Having less funds available would make it
more difficult for Basilea to implement certain partnering structures that
could maximize the value of ceftobiprole.
* Phase 1 results of the innovative antibiotic BAL30072 to treat multidrug-
resistant Gram-negative infections and of the cancer compound BAL101553 for
the treatment of resistant tumors are anticipated to be available. Both drug
candidates are unique and highly differentiated from current therapies and
other drugs in development. Paying out cash now may deprive the Company of
financial resources to appropriately fund its early-stage pipeline, which is
the basis for continued value creation and growth, and may lead to delays or
even discontinuation of promising projects.
Financial flexibility needed to achieve milestones and create value for all
shareholders
A distribution of capital at this time may unduly limit the flexibility of
Basilea to achieve its critical milestones. These milestones may be
transformational for the Company on its path to reach sustained profitability.
The Board and Management have successfully repositioned the Company and created
value through transactions as demonstrated through its most recent Toctino®
transaction. The Company will continue to seek partnerships, specifically for
ceftobiprole and its phase 1 drug candidates, to optimize the value of its drug
candidates. It believes that it can continue to create value with the capital it
has raised through this and other transactions and limiting this flexibility
could force the Company into less attractive deal structures with less value
retained for all shareholders.
Basilea is focused on achieving its milestones in 2013. Further, the Company is
stringently managing its financial resources to achieve these milestones that,
if achieved, can create significant value for the Company and all of its
shareholders.
The full AGM agenda is included below and will be duly published in the Swiss
Official Gazette of Commerce. It is also available on
http://www.basilea.com/Investor-Relations/Investors-calendar.
Indicatively, if HBM's proposal is approved, payment would be made on June
21, 2013. The last trading day with entitlement to participate in the
distribution would be April 10, 2013. As from the ex-date of April 11, 2013,
shares would be traded without the right to participate in the distribution.
About Basilea
Basilea Pharmaceutica Ltd. is headquartered in Basel, Switzerland, and listed on
the SIX Swiss Exchange (SIX: BSLN). Through the fully integrated research and
development operations of its Swiss subsidiary Basilea Pharmaceutica
International Ltd., the Company focuses on innovative pharmaceutical products in
the therapeutic areas of bacterial infections, fungal infections and oncology,
targeting the medical challenge of rising resistance and non-response to current
treatment options.
Disclaimer
This communication expressly or implicitly contains certain forward-looking
statements concerning Basilea Pharmaceutica Ltd. and its business. Such
statements involve certain known and unknown risks, uncertainties and other
factors, which could cause the actual results, financial condition, performance
or achievements of Basilea Pharmaceutica Ltd. to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. Basilea Pharmaceutica Ltd. is providing this
communication as of this date and does not undertake to update any forward-
looking statements contained herein as a result of new information, future
events or otherwise.
For further information, please contact:
+-----------------------------+--------------------------------+
| Media Relations | Investor Relations |
+-----------------------------+--------------------------------+
| Peer Nils Schröder, PhD | Barbara Zink, PhD, MBA |
| Head Public Relations & | Head Corporate Development |
| Corporate Communications | |
| +41 61 606 1102 | +41 61 606 1233 |
| media_relations(at)basilea.com | investor_relations(at)basilea.com |
+-----------------------------+--------------------------------+
This press release can be downloaded from www.basilea.com.
Invitation to the 2013 Ordinary General Meeting of Shareholders
Basel, March 7, 2013
Dear Shareholder,
We invite you to the 2013 ordinary general meeting of shareholders of Basilea
Pharmaceutica Ltd. ("Basilea" or "the Company") to be held on Tuesday, April
9, 2013 at 2 p.m. (doors open at 1:30 p.m.) in the "Auditorium" of the Hilton
Hotel, Aeschengraben 31, in Basel, Switzerland.
Agenda and Proposals
1. Annual Report, Financial Statements and Consolidated Financial Statements for
2012
Proposal of the Board of Directors:
Approval of the annual report, financial statements and consolidated financial
statements for the business year 2012.
2. Appropriation of the Results
Proposal of the Board of Directors:
Carry forward of accumulated deficit of CHF 2,447,655.
3. Release of the Members of the Board of Directors and of Management
Proposal of the Board of Directors:
Release of the members of the Board of Directors and of Management.
4. Election to the Board of Directors
Proposal of the Board of Directors:
Election of the following individual for a term of three years, i.e. until the
ordinary general meeting of shareholders of 2016:
The Board proposes Dr. Martin Nicklasson (born 1955, Swedish citizen) as
designated non-executive Chairman of the Board of Directors, succeeding Mr.
Werner Henrich.
5. Election of the Statutory Auditors
Proposal of the Board of Directors:
Re-election of PricewaterhouseCoopers AG, Basel, as Statutory Auditors for the
audit of the stand-alone and the consolidated financial statements for the
business year 2013.
6. Distribution of approximately CHF 48 million to the Shareholders
HBM Healthcare Investments (Cayman) Ltd. proposes that Basilea make a
distribution to its shareholders of CHF 5.00 per share (for a total of
approximately CHF 48 million) from reserve from capital contributions. You may
find the precise wording of the proposal under the explanations to the agenda
item (Ad agenda item 6).
Explanations to the agenda items
Ad agenda item 4
The term of Mr. Werner Henrich, current Chairman of the Board, ends at this
year's ordinary general meeting of shareholders. In view of the impending
statutory age limit for board membership which he will reach during 2013, Mr.
Henrich will not stand for re-election.
In 2012, Mr. Claude Schreiner reached the statutory age limit for board
membership and thus does not stand for re-election.
Dr. Martin Nicklasson (born 1955, a Swedish citizen) is a certified pharmacist
and holds a PhD in pharmaceutical technology from the University of Uppsala,
Sweden. He is Associate Professor at the Department of Pharmaceutics, University
of Uppsala. Dr. Nicklasson held a number of leadership positions in commercial
operations and drug development within Astra and Kabi Pharmacia before joining
AstraZeneca Plc. From 1999 to 2007 he held various Executive Vice President
positions at AstraZeneca Plc., and acted as a member of the Executive Committee.
From 2007 to 2010, he was the President and CEO of Biovitrum AB and Swedish
Orphan Biovitrum AB, one of Europe's largest specialty pharma companies focusing
on rare diseases. He is currently a senior partner at Nicklasson Life Science
AB, an independent consultancy and advisory company to the pharmaceutical and
biotechnology sector. Dr. Nicklasson is member of the board of Biocrine AB
(Sweden), Pozen Inc. (USA), Oasmia AB (Sweden) and chairman of the board of
directors of Farma Holding AS (Norway) and Orexo AB (Sweden). He is member of
the Royal Swedish Academy of Engineering Sciences, the Royal Bachelors' Club (
Sweden), the Pharmaceutical Faculty Council of the University of Uppsala, and
the Swedish Academy of Pharmaceutical Sciences.
Ad agenda item 6
HBM Healthcare Investments (Cayman) Ltd. ("HBM") proposes the following:
* transfer of an amount of CHF 47,938,105*, corresponding to CHF 5.00 per
share, from general reserves (from capital contributions) to free reserves
(from capital contributions);
* distribution of CHF 47,938,105*, corresponding to CHF 5.00 per share, to the
shareholders in cash, by reducing the free reserves (from capital
contributions) and thus the additional paid-in capital correspondingly
(without an amendment to the Articles of Incorporation);
* assertion of the presence of statutory auditors PricewaterhouseCoopers AG,
Basel, as officially supervised audit firm and recognizing their opinion
that confirms that despite the distribution the claims of creditors are
fully covered;
* authorization of the Board to determine the payment date of the distribution
herein resolved within a period not exceeding 75 days from the date of the
shareholders' meeting.
In the event the resolution is approved, the reserves of the Company will change
as follows:
+-----------------------------------------------------------------+------------+
|General reserve from capital contributions as of December | 343,051,949|
|31, 2012 before appropriation | |
+-----------------------------------------------------------------+------------+
|Appropriation to free reserve from capital contributions | 47,938,105*|
+-----------------------------------------------------------------+------------+
|General reserve from capital contributions after appropriation |295,113,844*|
+-----------------------------------------------------------------+------------+
|Free reserve from capital contributions before distribution | 47,938,105*|
+-----------------------------------------------------------------+------------+
|Distribution to shareholders from free reserve | 47,938,105*|
+-----------------------------------------------------------------+------------+
|Free reserve from capital contributions after distribution | 0|
+-----------------------------------------------------------------+------------+
*exact figure would change upon option exercises
Board position
The Board recommends to shareholders that they do not vote for the proposal of
HBM at this time.
The Board and Management have successfully positioned Basilea to be able to
achieve significant value creating milestones in 2013:
* Basilea and its partner Astellas expect to report key phase 3 data on
isavuconazole in the second half of 2013. Isavuconazole has the potential to
become the leading azole for the treatment of life-threatening invasive
fungal infections providing several advantages over current therapies.
* Basilea's broad-spectrum antibiotic ceftobiprole for the empiric treatment
of severe pneumonia and multidrug-resistant bacterial infections in the
hospital setting has the potential to be approved by European health
authorities this year.
* Basilea's novel antibiotic BAL30072 for the treatment of multidrug-resistant
Gram-negative bacterial infections where currently only limited treatment
options are available and the oncology drug BAL101553 for the treatment of
tumors resistant to current cancer therapies are planned to report phase 1
data this year.
Basilea is focused on achieving these milestones. Further, the Company is
stringently managing its financial resources to achieve these milestones that,
if achieved, can create significant value for the Company and all of its
shareholders. The above mentioned milestones will bring the Company closer to
profitability.
It should also be of note that Basilea is not currently considering any major
transaction prior to resolving the above milestones.
The Company has been very successful in creating value through transactions as
with its most recent Toctino® transaction. The Company will continue to seek
partnerships to optimize the value of its drug candidates and believes that it
can continue to create value with the capital it has raised through this and
other transactions.
The Board supports a capital distribution to shareholders but it does not
consider an immediate capital distribution to be prudent given the significant
milestones facing the Company and the need for financial flexibility to allow
the Board and Management to optimize the value of the Company for all
shareholders. A distribution at this time may result in limited financial
flexibility to achieve the Company's milestones and limited resources to
continue funding the Company's early-stage pipeline that is focused on
identifying new medicines overcoming drug resistance in the areas of anti-
infectives and oncology; an increasing medical need.
The Board recommends to shareholders that they not vote for the proposal of HBM
at this time but rather defer this decision until after the Company has achieved
certain major milestones and leave the Company with the financial flexibility to
optimize the value of the Company for all shareholders with the existing
Company's capital.
The Company continues to remain open to options that will optimize the value of
Basilea for all its shareholders and stakeholders.
Right to Participate/Proxies
Only shareholders and usufructuaries who as per March 28, 2013 are recorded in
the share register with voting rights are entitled to participate and exercise
their voting rights.
No Trading Restriction on Shares: The registration of shareholders for voting
purposes does not affect the trading of Basilea shares held by registered
shareholders before, during or after a general meeting.
Admission cards can be ordered from the Share Transfer Office of Basilea at SIX
SAG AG, Basilea Pharmaceutica Ltd., P.O. Box, 4609 Olten, Switzerland, by means
of the enclosed form "registration to attend".
Proxies: If you do not wish to attend the general meeting in person, you can be
represented by any other person, by Basilea or by the Independent
Representative, Dr. iur. Kilian Wunder, Attorney and Notary, Steinenschanze
6, 4051 Basel, Switzerland, pursuant to Article 689c of the Swiss Code of
Obligations. The enclosed form "registration to attend" can be used to grant a
proxy as well as to give voting instructions to the Independent Representative.
If the Independent Representative does not receive written instructions for some
or all of the proposals, including proposals that may be made at the general
meeting, he will vote in favor of the Board of Directors' proposals. If you are
represented by Basilea, your vote will be cast in favor of the Board of
Directors' proposals. Signed proxies left blank will be deemed to be a mandate
to Basilea to vote in favor of the Board of Directors' proposals. Proxies to
Basilea with other instructions deviating from the Board of Director's proposals
will be regarded as proxies to the Independent Representative and forwarded to
the Independent Representative.
Annual Report 2012: You will find enclosed a copy of our Annual Report 2012,
which is also available on the internet at www.basilea.com. From March
19, 2013, the Annual Report and the reports of the Statutory Auditors, including
their opinion with respect to agenda item 6, will be available for inspection by
shareholders at our Basilea offices. These reports can also be obtained by
shareholders upon request from the Corporate Secretary at Basilea Pharmaceutica
Ltd., P.O. Box, 4005 Basel, Switzerland.
Yours sincerely
Basilea Pharmaceutica Ltd.
Board of Directors
Press release (PDF):
http://hugin.info/134390/R/1683566/551033.pdf
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originality of the information contained therein.
Source: Basilea Pharmaceutica AG via Thomson Reuters ONE
[HUG#1683566]
Unternehmensinformation / Kurzprofil:
Datum: 07.03.2013 - 07:15 Uhr
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News-ID 236885
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