To NASDAQ OMX Copenhagen A/S
Announcement no. 12-14 / Copenhagen, June 27, 2014
At Topotarget A/S’ (“Topotarget”) extraordinary general meeting held today, the shareholders of Topotarget approved the proposal made by the company’s board of directors to merge Topotarget with BioAlliance Pharma S.A. with Topotarget as the non-continuing company and BioAlliance Pharma S.A. as the continuing company in accordance with the provisions of the joint merger plan dated May 21, 2014.
The shareholders were asked to declare, in accordance with section 110(2), of the Danish Companies Act, whether they wish to exercise their right of redemption pursuant to section 286(1) of the Danish Companies Act.
No Topotarget shareholders declared that they wish to exercise the right to demand redemption of their shares in Topotarget pursuant to section 286 of the Danish Companies Act and, accordingly, no shareholders of Topotarget have retained such redemption right. Also, no Topotarget shareholders made a reservation to claim compensation in accordance with section 285 of the Danish Companies Act.
The chairman of the extraordinary general meeting, or a substitute duly appointed by him was authorized by the shareholders to apply for registration of the resolutions passed and to make any such amendments thereto as may be required by the Danish Business Authority as a condition for registration or approval.
The merger remains subject to approval by the shareholders of BioAlliance Pharma S.A. who will on Monday, June 30, 2014 vote on the merger proposal. Please refer to the joint merger plan dated May 21, 2014 which is available on Topotarget's website www.topotarget.com.
Following approval of the merger by the shareholders of Topotarget and BioAlliance Pharma, the completion of the merger is subject to registration by the relevant French and Danish authorities, which is expected to occur in the course of July or August 2014.
The expected last day of trading of Topotarget on NASDAQ OMX Copenhagen and expected first day of trading of BioAlliance on NASDAQ OMX Copenhagen will be communicated in due course.
For further information, please contact:
Anders Vadsholt, CEO – direct: +45 39178345
Topotarget (NASDAQ OMX: TOPO) is a Danish-based biopharmaceutical company headquartered in Copenhagen, Denmark, dedicated to the clinical development and registration of oncology products. In collaboration with Spectrum Pharmaceuticals, Inc., Topotarget focuses on the development of its lead drug candidate, belinostat, which has shown positive results in the treatment of hematological malignancies and solid tumors, obtained by both mono- and combination therapy. For more information, please refer to www.topotarget.com.
Topotarget Safe Harbor Statement
This announcement may contain forward-looking statements, including statements about Topotarget A/S’ expectations to the progression of Topotarget A/S’ clinical pipeline and with respect to cash burn guidance. Such statements are subject to risks and uncertainties of which many are outside the control of Topotarget A/S, and which could cause actual results to differ materially from those described. Topotarget A/S disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by Danish law.