INVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP.
(Thomson Reuters ONE) -
BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 12 April 2016
at 9.00 a.m. (EET)
INVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP.
Notice is given to the shareholders of Biotie Therapies Corp. of the Annual
General Meeting of the company to be held on 3 May 2016 at 2.00 p.m. (Finnish
time) at Joukahaisenkatu 3-5 (ICT-building, Alpha auditorium), Turku, Finland.
The reception of shareholders who have registered for the meeting and the
distribution of voting tickets will commence at 1.30 p.m. (Finnish time).
Acorda Therapeutics, Inc. ("Acorda") has on 11 April 2016 announced that it will
complete the tender offer for all of the outstanding shares and other equity
securities issued by Biotie Therapies Corp. and accept all such securities
tendered into the tender offer as of the expiration of the tender offer on 8
April 2016 at 4 p.m. (Finnish time). On 11 April 2016, Acorda announced the
preliminary results of the tender offer, including that approximately 93.77
percent of all the shares and votes in Company on a fully-diluted basis as
defined in the terms and conditions of the tender offer had been tendered. It is
therefore expected that Acorda will come to hold approximately 92.37 percent of
all the shares and votes in Biotie Therapies Corp. (excluding treasury shares
held by the Company) upon the closing of the tender offer on 18 April 2016
(prior to the Annual General Meeting of the company). Acorda has informed the
Board of Directors of certain proposals that Acorda intends make as a
shareholder at the Annual General Meeting, which are set forth below in Items
10-12 and 14.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of
votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of
Directors and the auditor's report for the year 2015
7. Adoption of the financial statements
8. Booking of the result of the financial year
The Board of Directors proposes that no dividend for the financial year 2015
will be paid and that the losses of the parent company for the financial year,
amounting to EUR 5,2 million (FAS), will be carried forward to shareholders'
equity.
9. Resolution on the discharge of the members of the Board of Directors and the
Managing Director from liability
10. Resolution on the remuneration of the members of the Board of Directors
Acorda has informed the Board of Directors that it intends to propose that no
remuneration is payable to board members. Reasonable travel and other expenses
related to Board work are proposed to be covered by the company.
11. Resolution on the number of members of the Board of Directors
Acorda has informed the Board of Directors that it intends to propose that the
number of members of the Board of Directors would be three (3).
12. Election of members of the Board of Directors
Acorda has informed the Board of Directors that it intends to propose that the
following individuals be elected as members of the Board of Directors for the
term expiring at the end of the following Annual General Meeting: Ron Cohen,
Michael Rogers and Jane Wasman. Candidates for Board members have been presented
on the Company's web site.
Acorda has informed the Board of Directors that these persons have given their
consent to serve on the Board of Directors of Biotie.
13. Resolution on the remuneration of the auditors
The Board of Directors proposes that the auditors' fees would be paid pursuant
to a reasonable invoice.
14. Election of the auditors
Acorda has informed the Board of Directors that it intends to propose that the
number of auditors would be resolved to be one (1) and that Ernst & Young Oy, a
firm of Authorized Public Accountants, would be elected as the auditor of the
company.
15. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The proposals relating to the agenda of the Annual General Meeting as well as
this notice are available on Biotie Therapies Corp.'s website at www.biotie.com.
In addition, Biotie Therapies Corp.'s financial statements, the report of the
Board of Directors and the auditor's report are available on the above-mentioned
website. The proposals of the Board of Directors and the financial statements
are also available at the meeting. Copies of these documents and of this notice
will be sent to shareholders upon request. The minutes of the meeting will be
available on the above-mentioned website as of 17 May 2016.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered on 21 April 2016 in the shareholders'
register of the company held by Euroclear Finland Ltd, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his or her personal Finnish book-entry account, is registered in
the shareholders' register of the company.
A shareholder registered in the shareholders' register of the company, who wants
to participate in the Annual General Meeting, shall register for the meeting by
giving a prior notice of participation by no later than 28 April 2016 at 4.00
p.m. (Finnish time) by which time the notice needs to have arrived. Such notice
can be given:
a) through the company's website at www.biotie.com;
b) by e-mail to virve.nurmi(at)biotie.com;
c) by telephone +358 2 274 8911; or
d) by regular mail to Biotie Therapies Corp. / Virve Nurmi, Joukahaisenkatu 6,
FI-20520 Turku, Finland.
In connection with the registration, the shareholder shall provide his or her
name, personal identification number, address, telephone number and the name of
any possible assistant or proxy representative and the personal identification
number of such an assistant or proxy representative. The personal data given to
Biotie Therapies Corp. will be used only in connection with the Annual General
Meeting and with the processing of the related registration.
A shareholder who is present at the Annual General Meeting has the right to
request information with respect to the matters to be considered at the meeting
pursuant to chapter 5, section 25 of the Finnish Companies Act.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his or
her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his or her right to represent the shareholder at the
Annual General Meeting. When a shareholder participates in the Annual General
Meeting by means of several proxy representatives representing the shareholder
with shares in different securities accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection with
the registration for the Annual General Meeting.
Proxy documents should be delivered in original form to the company, at the
address of Biotie Therapies Corp. / Virve Nurmi, Joukahaisenkatu 6, FI-20520
Turku, Finland, before the last date for registration, 28 April 2016.
3. Holders of nominee registered shares
A holder of nominee-registered shares has the right to participate in the Annual
General Meeting by virtue of holding shares, based on which he or she would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd on the record date of the Annual General Meeting, 21 April
2016. The right to participate in the Annual General Meeting requires, in
addition, that the shareholder, with respect to such shares, has been
temporarily registered in the shareholders' register held by Euroclear Finland
Ltd by no later than 28 April 2016 at 10.00 a.m. (Finnish time). Such temporary
registration constitutes a due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay from
his or her custodian bank necessary instructions regarding the temporary
registration in the shareholders' register of the company, the issuing of proxy
documents and the registration for the Annual General Meeting. The account
management organization of the custodian bank has to register the holder of
nominee registered shares, who wants to participate in the Annual General
Meeting, to be temporarily entered into the shareholders' register of the
company by no later than the time stated above.
4. Other information
On the date of this notice for the Annual General Meeting, 12 April 2016, the
total number of shares and votes in Biotie Therapies Corp. is 1,089,608,083. On
the date of this notice Biotie Therapies Corp. and its subsidiaries hold in
aggregate 106,088,336 own shares.
In Turku, 12 April 2016
Biotie Therapies Corp.
Board of Directors
For further information, please contact:
Virve Nurmi, Investor Relations Manager
tel. +358 2 274 8900, e-mail: virve.nurmi(at)biotie.com
DISTRIBUTION:
Nasdaq Helsinki Ltd
Main Media
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(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Biotie Therapies Oyj via GlobeNewswire
[HUG#2002636]
Unternehmensinformation / Kurzprofil:
Datum: 12.04.2016 - 08:01 Uhr
Sprache: Deutsch
News-ID 463297
Anzahl Zeichen: 11314
contact information:
Town:
Turku
Kategorie:
Business News
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