Company Announcement no. 16/2008
To: OMX Nordic Exchange Copenhagen Hørsholm, Denmark, April 14,
2008
LifeCycle Pharma A/S Summons Annual General Meeting
Hørsholm, Denmark, April 14, 2008; The Board of Directors of LifeCycle Pharma
A/S (OMX: LCP) (the “Company”) hereby summons the Annual General Meeting on
Thursday, April 24, 2008 at 9:00 AM at:
Radisson SAS Scandinavia Hotel,
Amager Boulevard 70,
2300 Copenhagen S.
Agenda:
Agenda:
1. Report of the Board of Directors on the Company's activities during
the year.
2. Presentation of the audited Annual Report for approval and the discharge of
the Board of Directors and the Management from their obligations.
The Board of Directors proposes that the audited Annual Report is approved and
that discharge is granted to the Board of Directors and the Management.
3. Decision as to the settlement of loss according to the adopted
Annual Report.
The Board of Directors proposes that the year's net loss of DKK 160.2 million
be carried forward by transfer to accumulated deficit.
4. Election of members of the Board of Directors and alternates, if
any.
Under Article 16 of the Articles of Association, the members of the Board of
Directors are elected for one year at a time. All current members of the Board
of Directors are standing for re-election. The Board of Directors additionally
proposes that Mr. Paul Edick and Mr. Anders Götzsche are elected as new members
of the Board of Directors.
5. Election of Auditor.
The Board of Directors proposes re-election of PricewaterhouseCoopers,
Statsautoriseret Revisionsaktieselskab, as the Company's elected auditor.
6. Any motions from the Board of Directors and/or shareholders.
The Board of Directors has submitted the following proposals:
(a) Amendment of the Articles of Association to authorize the Board of
Directors to issue warrants.
(b) Amendment of the Articles of Association to authorize the Board of
Directors to issue shares in the Company.
(c) Authorization for the Company to acquire own shares.
(d) Authority for the chairman of the Annual General Meeting.
Details concerning the proposals made by the Board of Directors:
Re. agenda item 4
The Board of Directors proposes that all current members of the Board of
Directors, being Dr. Claus Braestrup, Dr. Thomas Dyrberg, Kurt Anker Nielsen,
Dr. Jean Deleage and Dr. Gérard Soula, are re-elected until the Annual General
Meeting to be held in 2009. Information concerning each member can be found in
the Company's Annual Report for 2007 and at the Company's homepage
www.lcpharma.com.
The Board of Directors proposes that Mr. Paul Edick and Anders Götzsche are
elected as members of the Board of Directors for a period expiring at the
Annual General Meeting to be held in 2009.
About Paul Edick:
Mr. Edick is the Chief Executive Officer of GANIC Pharmaceuticals, a start up
specialty pharmaceutical company backed by the private equity firm Warburg
Pincus, focused on enterprise development through acquisition of existing
companies and products, as well as internal product development. Prior to
starting GANIC, Mr. Edick was CEO of MedPointe Healthcare Inc., a position he
has held since March of 2006. MedPointe Healthcare was a US based specialty
pharmaceutical company located in Somerset New Jersey, USA. Mr. Edick
negotiated the sale of MedPointe in 3Q 2007 to Meda AB, Sweden and separated in
1Q, 2008.
Mr. Edick has extensive industry experience from several leading pharmaceutical
organizations. During the period April 2002 - March 2006 Mr. Edick held the
position as President of MedPointe Healthcare Inc. Between 1994-2002, in a
series of positions at G. D. Searle and its acquirer, Pharmacia Corporation, he
led Searle's US managed care organization (1994-95), its US marketing
organization (1995-96), and its Global Pain & Inflammation Business including
the development of the launch strategy for Celebrex® (1996-97). In 1998, Mr.
Edick was named Searle's VP-Canada & Latin America. In 1999, Mr. Edick became
President of Asia Pacific, Canada & Latin America. In 2000, upon Pharmacia's
acquisition of Searle, Mr. Edick was named Group Vice President and President,
Asia Pacific/Latin America at Pharmacia. Mr. Edick holds a B.A. in Psychology
from Hamilton College, Clinton, New York, USA.
About Anders Götzsche:
Anders Götzsche is Executive Vice President and Chief Financial Officer at
Lundbeck. He joined Lundbeck on 1 September 2007. Anders Götzsche is a member
of the board of OL Holding ApS.
After finishing his education in 1991 he joined PriceWaterhouseCoopers in
Denmark. From 1998 Anders Götzsche was a Sales Manager with the SAS Institute
until 2001. After that he became Director of Group Accounting and Reporting in
Group 4 Falck. Finally, before coming to Lundbeck Anders Götzsche held the
post of Chief Financial Officer for the Berlingske Officin from 2005.
Anders Götzsche holds a Master of Science in Accounting from University of
Southern Denmark (1991) and he became a state authorized public accountant in
1997.
Re. agenda item 6(a)
Under the existing authorization for the Board of Directors to issue warrants
in Article 8 of the Articles of Association, 83,119 warrants remain un-issued.
The Board of Directors proposes to amend Article 8 to authorize the issue of
additional warrants - without pre-emption rights for the existing shareholders
- that give the right to subscribe up to additionally nominally DKK 3,802,262
shares in the Company to employees, executive directors, board members,
consultants and advisors to the Company and its subsidiaries and to implement
the corresponding capital increases. Also, the Board of Directors proposes to
prolong the authorization to expire 5 years after this year's Annual General
Meeting.
The Board of Directors believes that it is necessary for the Company, in order
for it to be able to retain and attract a sufficient number of qualified
employees, board members and consultants, to be able to offer warrants as part
of the employment or affiliation with the Company etc.
The revised Article 8 is set forth below:
“Article 8
The Board of Directors is until 23 April 2012 23 April 2013 authorised, at one
or more times, to issue up to 83,119 3,885,381 warrants, each conferring a
right to subscribe for 1 share of nominal DKK 1 in the Company, and to
implement the corresponding increase of the share capital. The warrants can be
issued to employees, executive directors, board members, consultants and
advisors to the Company and its subsidiaries without pre-emptive subscription
rights for the Company's shareholders.
The exercise price for warrants, which are issued pursuant to the
authorisation, shall at a minimum correspond to the market price of the
Company's shares on the date of issuance of the warrants. The other terms for
the warrants issued pursuant to this authorisation, including payment for the
warrants, duration, exercise periods, vesting periods, adjustments as a result
of corporate changes etc. shall be determined by the Board of Directors.
The Board of Directors is according to the Companies Act section 40 b,
subsection 3 entitled to make such amendments to the Articles of Association
which are connected with the issuance of warrants comprised by this clause or
the exercise thereof.”
Re. Agenda Item 6(b)
The Board of Directors proposes that the Board of Directors be authorized to
increase the Company's share capital by up to 5,500,000 shares by way of
contributions in kind (including, e.g., take over of existing businesses),
conversion of debt and/or cash capital contributions with or without
pre-emptive subscription rights for the Company's shareholders at the
discretion of the Board of Directors, for a period ending 23 April 2013. The
Board of Directors also proposes that the authorization also allows the Board
of Directors to - on one or more occasions - and without pre-emption rights for
the existing shareholders of the Company to issue shares to employees of the
Company and its subsidiaries by cash payment at market price or at a discount
price as well as by the issue of bonus shares. The Board of Directors proposes
that the authorization be included by incorporating a new Article 9A in the
Articles of Association with the following wording:
“9A
The Board of Directors is in the period up until 23 April 2013 authorized, at
one or more times, to increase the Company's share capital with up to nominal
DKK 5,500,000.
Capital increases according to this authorization can be carried out by the
Board of Directors by way of contributions in kind (including e.g. take over of
existing businesses), conversion of debt and/or cash capital contributions and
can be carried out with or without pre-emptive subscription rights for the
Company's shareholders at the discretion of the Board of Directors. The Board
of Directors also use the authorization to on one or more occasions and without
pre-emption rights for the existing shareholders of the Company to issue shares
to employees of the Company and its subsidiaries by cash payment at market
price or at a discount price as well as by the issue of bonus shares.
The new shares shall be negotiable shares issued to bearer, but may be recorded
on name. The new shares shall not have any restrictions as to their
transferability and no shareholder shall be obliged to have the shares redeemed
fully or partly. The shares shall be with the same rights as the existing share
capital on the date of the capital increase. The new shares shall give rights
to dividends and other rights in the Company from the time which is determined
by the Board of Directors in connection with the decision to increase the share
capital.”
Re. agenda item 6(c)
The Board of Directors proposes that the Board of Directors be authorized until
the next Annual General Meeting to arrange for the Company to acquire own
shares up to a total nominal value of 10% of the Company's nominal share
capital. The purchase price of such shares may not differ by more than 10% from
the price quoted on OMX Nordic Exchange Copenhagen at the time of the purchase.
Re. agenda item 6(d)
It is proposed that the chairman of the Annual General Meeting with right of
substitution, be authorized to register the resolutions passed by the general
meeting to the Danish Commerce and Companies Agency and to make such
alterations to as the Agency may require for registration or approval.
-oo0oo-
Adoption of the proposals to amend the Articles of Association (agenda items
6(a)-(b)) require that each such proposal is adopted by an affirmative vote of
not less than 2/3 of the votes cast as well as of the voting share capital
represented at the Annual General Meeting.
The Company's share capital is currently nominal DKK 32,105,174 consisting of
32,105,174 shares of nominal DKK 1 each. At the Annual General Meeting, each
share of nominally DKK 1 carries one vote.
The Company has appointed Danske Bank A/S as the financial institution through
which the shareholders may exercise their financial rights.
At the latest, 8 days before the Annual General Meeting the agenda, the
complete proposals as well as the annual report and the annual statement from
the Board of Directors and management will be made available to the Company's
shareholders at the Company's offices at Kogle Allé 4, DK-2970 Hørsholm,
Denmark. The documents are also available at the Company's website,
www.lcpharma.com and will be forwarded to all shareholders recorded in the
Share Register who have requested such notification.
Admission card: Any shareholder is entitled to attend the Annual General
Meeting after having submitted a request for an admission card no later than
Monday April 21, 2008 at 4:00 PM. Admission cards may be requested by
contacting VP Securities Services A/S, Helgeshøj Allé 61, P.O. Box 20, 2630
Taastrup, telephone +45 43 58 88 66 or fax +45 43 58 88 67. Alternatively, via
www.lcpharma.com or www.uk.vp.dk/agm.
Shareholders who do not expect to be able to participate in the Annual General
Meeting may grant proxy to the Board of Directors or to a person appointed by
the shareholder.
Any shareholder, to whom admission card already has been issued, but who is
prevented from attending the Annual General Meeting is kindly asked to notify
the Company - preferably before Wednesday, April 23, 2008.
Copenhagen, April 14, 2008
On behalf of the Board of Directors
Dr. Claus Braestrup, Chairman
About LifeCycle Pharma A/S (“LCP”)
LCP is an emerging specialty pharmaceutical company that, through innovative
technologies, is able to rapidly develop a portfolio of differentiated products
to meet the unique needs of key therapeutic markets and patient populations.
This includes products for immunosuppression, specifically organ
transplantation, and to combat certain cardiovascular diseases. By using its
unique and patented delivery technology, MeltDose®, LCP is able to develop
drugs with enhanced absorption and thereby increased bioavailability. LCP has a
cholesterol lowering product, FenoglideTM, currently on the U.S. market and a
diversified near- and medium-term pipeline, including five product candidates
in clinical trials and three in preclinical stages of development. LCP is
listed on the OMX Nordic Exchange Copenhagen under the trading symbol (OMX:
LCP). For further information, please visit www.lcpharma.com.
For further information please contact LifeCycle Pharma A/S:
Hans Christian Teisen
Senior Vice President & CFO
+45 20 30 69 85; E-mail: hct@lcpharma.com
