BASEL, Switzerland, Feb. 7, 2007 (PRIME NEWSWIRE) -- Basilea Pharmaceutica Ltd. (SWX:BSLN) invites its shareholders to the Ordinary General Meeting of Shareholders to be held on Wednesday, March 7, 2007.
The agenda and proposals of the Board of Directors to Basilea's shareholders are as follows:
1. Annual report, financial statements and consolidated financial statements 2006. The Board of Directors proposes the approval of the annual report, financial statements and consolidated financial statements of Basilea Pharmaceutica Ltd. for the business year 2006. 2. Appropriation of the results The Board of Directors proposes to carry forward the accumulated loss of CHF 79,219,144, and the release of CHF 170,411,941 from legal reserve to free reserve as well as offsetting an amount of CHF 79,219,144 from free reserve with the accumulated loss. 3. Release of the members of the Board of Directors and of Management The Board of Directors proposes the release of the members of the Board of Directors and of Management. 4. Election to the Board of Directors The Board of Directors proposes the re-election of Mr. Werner Henrich (Chairman), Dr. Andreas Wicki (Vice-Chairman) and the election of Mr. Claude Schreiner to the Board of Directors, each for a three-year term. Mr. Schreiner is currently Head of Western European Pharma Operations at F. Hoffmann-La Roche Ltd. 5. Election of the Statutory Auditors and the Group Auditors The Board of Directors proposes the re-election of PricewaterhouseCoopers AG, Basel, as statutory auditors and group auditors for the business year 2007. 6. Extension of term of the authorized share capital and increase by CHF 1.5 million (Article 3b, para. 1 and 4 of the Articles of Incorporation) The Board of Directors proposes to extend the terms of the currently authorized share capital of CHF 540,000 for another two years, i.e. until March 7, 2009. In addition, the Board of Directors proposes to increase the authorized capital by CHF 1,500,000 to a new total of CHF 2,040,000. If approved, the authorized share capital of CHF 1,500,000 million may provide access to additional financial resources in the future for establishing an international sales and marketing organization in order to successfully commercialize its products and to quickly respond to strategic opportunities that may arise. The proposed amendment includes the possibility of the Board to exclude the preferential subscription rights of the existing shareholders in case of an increase of the capital out of the authorized share capital and limit it to the already existing amount of up to CHF 540,000. 7. Increase of the conditional share capital by CHF 1.0 million (Article 3a, para. 1) The Board proposes to increase the conditional share capital by CHF 1,000,000 consisting of one million registered shares with a par value of CHF 1 per share to a maximum amount of CHF 2,594,635 to enable Basilea to continue, according to the option plan of the Company and its subsidiaries, to offer competitive employment conditions and to ensure the equal treatment of new employees. The preferential subscription right of the shareholders is thereby withdrawn.
The invitation with the detailed agenda and proposals will be published in the Swiss Official Commercial Gazette (Schweizerisches Handelsamtsblatt) on February 7, 2007 and will be distributed to all registered shareholders.
Right to participate
Entitled to participate and exercise their voting rights are shareholders and usufructuaries who are recorded in the share register with voting rights on February 23, 2007. Admission cards can be ordered from the Share Transfer Office of Basilea Pharmaceutica Ltd., c/o S A G SIS Aktienregister AG, Postfach, CH-4609 Olten. The Ordinary General Meeting of Shareholders 2007 will be held on Wednesday, March 7, 2007, at 2 p.m. at the "Auditorium" of the Hotel Hilton, Aeschengraben 31, in Basel, Switzerland.
Annual Report 2006
The Annual Report 2006 is available on the company's website at http://www.basilea.com.
About Basilea
Basilea Pharmaceutica Ltd. is an independent biopharmaceutical company headquartered in Basel, Switzerland, and listed on the SWX Swiss Exchange (SWX:BSLN). Basilea's fully integrated research and development operations are currently focused on new antibacterial and antifungal agents to fight drug resistance and on the development of dermatology drugs. Basilea's products are targeted to satisfy high medical and patient needs in the hospital and specialty care setting. The company owns a diversified portfolio including three investigational drugs in phase III clinical development. Basilea is building a sustainable hospital and specialty pharmaceutical business. The company is integrating commercialization into its organization, in a first step through co-promoting ceftobiprole.
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.
This press release can be downloaded from www.basilea.com
The press release can also be downloaded from the following link: http://hugin.info/134390/R/1102779/197532.pdf