Company Announcement no. 8/2011
To: NASDAQ OMX Copenhagen A/S Hørsholm, Denmark, June 15, 2011
LifeCycle Pharma A/S Summons Extraordinary General Meeting, with Proposed Company Name Change and Addition to Board of Directors
LifeCycle Pharma A/S (OMX: LCP) (the “Company”) will hold an Extraordinary General Meeting on Thursday, July 7, 2011 at 10:00 am at Plesner Law Firm, Amerika Plads 37, 2100 Copenhagen Ø, Denmark.
Agenda:
1. Election of members of the Board of Directors.
The Board of Directors proposes that Ed Penhoet is elected new member of the Board of Directors.
2. Change of Company name.
The Board of Directors proposes that the Company's name is changed from LifeCycle Pharma A/S to Veloxis Pharmaceuticals A/S.
3. Amendment of the Articles of Association.
The Board of Directors proposes to amend the Articles of Association Article 11 to reflect the previous resolution to use electronic communication.
4. Authority for the chairman.
Authorisation for the chairman of the Extraordinary General Meeting to register resolutions made at the Extraordinary General Meeting with the Danish Commerce and Companies Agency.
Details concerning the proposals made by the Board of Directors:
Re Agenda Item 1.
The Board of Directors proposes that Ed Penhoet is elected as new member of the Board of Directors for a one-year period ending at the next Annual General Meeting of the Company.
About Ed Penhoet:
Ed Penhoet, Ph. D. is a Director in Alta Partners which he joined in 2000. He is a member of the Boards of Directors of ChemoCentryx, Immune Design, Metabolex and Scynexis,
As co-founder of Chiron, Ed served as the Company’s President and Chief Executive Officer from its formation in 1981 until April 1998. For 10 years prior to founding Chiron, Ed was a faculty member of the Biochemistry Department of the University of California, Berkeley.
He serves on the board of the Gordon and Betty Moore Foundation and Children's Hospital & Research Center Oakland. He was a member of the Independent Citizens Oversight Committee of the California Institute of Regenerative Medicine where he served as the Vice Chairman from 2004 until 2008.
Ed was recently appointed to President Obama's Council of Advisors on Science and Technology (PCAST).
Ed received a B.A. in Biology from Stanford University and a Ph.D. in Biochemistry from the University of Washington.
Re Agenda Item 2.
The Board of Directors proposes that the Company's name is changed from LifeCycle Pharma A/S to Veloxis Pharmaceuticals A/S.
The Board of Directors proposes that the Company's current name, LifeCycle Pharma A/S, shall be a secondary name of the Company.
Consequently, the Board of Directors proposes that the Articles of Association Article 1 is amended to the following:
"The Company’s name is Veloxis Pharmaceuticals A/S.
The Company's secondary name is LifeCycle Pharma A/S."
In addition the Board of Directors proposes that "LifeCycle Pharma A/S" is changed to "Veloxis Pharmaceuticals A/S", "LifeCycle Pharma" is changed to "Veloxis Pharmaceuticals" and "www.lifecycleharma.com" is changed to "www.veloxis.com" in all Articles of the Articles of Association and its appendices.
Re Agenda Item 3.
The Board of Directors proposes to amend the Articles of Association Article 11 to reflect the previous resolution to use electronic communication.
The general meeting has previously resolved to introduce electronic communication as reflected in the Articles of Association Article 23.
As a consequence, the Board of Directors proposes that the Articles of Association Article 11 is amended to the following:
"General Meetings of the Company shall be held in Greater Copenhagen.
General Meetings shall be convened with a notice of minimum 3 weeks and maximum 5 weeks by announcement on the Danish Commerce and Companies Agency’s IT information system and on the Company’s webpage. A convening notice shall, furthermore, be forwarded in writing by e-mail or ordinary mail to all shareholders recorded in the Register of Owners who have requested such notification. The convening notice shall contain the agenda for the General Meeting. If the agenda contains proposals, the adoption of which require a qualified majority, the convening notice shall contain a specification of such proposals and their material contents."
Re Agenda Item 4.
It is proposed that the chairman of the Extraordinary General Meeting, with right of substitution, be authorized to register the resolutions passed by the Extraordinary General Meeting to the Danish Commerce and Companies Agency and to make such alterations as the Agency may require for registration or approval.
-oo0oo-
The adoption of the proposals to amend the Articles of Association contained under item 2 and 3 of the agenda requires a majority in favor of the proposed resolution of at least two thirds of both the votes cast and of the voting share capital represented at the general meeting. The other proposals are adopted by a majority of the votes cast.
The Company’s share capital is currently nominal DKK 452,542,480 consisting of 452,542,480 shares of nominally DKK 1 each. At the Extraordinary General Meeting, each share of nominally DKK 1 carries one vote.
Information: The following information is available on the Company's website, www.lcpharma.com, as of Wednesday, June 15, 2011:
- Notice to convene the general meeting.
- The aggregate number of shares and voting rights as of the date of the notice to convene the general meeting.
- The documents that will be submitted at the general meeting, including the proposed new Articles of Association.
- The agenda and the complete proposed resolutions.
- The forms used when voting by proxy and by mail.
The convening notice has also been made public via the electronic system of the Danish Commerce and Companies Agency and will be forwarded in writing to all shareholders recorded in the Register of Owners, who have requested such notification.
Shareholders can ask questions to the Company in writing regarding the agenda and/or the documents prepared for the general meeting.
The shareholders exercise their financial rights through their own deposit banks.
Date of registration: The shareholders' right to vote at the general meetings of the Company or to vote by mail in relation to the shareholders' shares is determined in relation to the shares held by the shareholders at the date of registration. The date of registration is Thursday June 30, 2011.
After the date of registration, a calculation is made of the shares which each shareholder owns at the date of registration. The calculation takes place on the basis of registrations of shares made in the Register of Owners on the registration date as well as notifications concerning ownership, which the Company has received on the registration date with a view to update the ownership in the Register of Owners. In addition, participation is conditional on the shareholder having obtained an admission card in due time as described below.
Any sale or purchase of shares that takes place in the period between the date of registration and the general meeting does not affect the voting right at the general meeting or the right to vote by post at the general meeting.
Admission card: Access to the general meeting is conditional on the shareholder having requested an admission card not later than Friday July 1, 2011. Admission cards are requested by contacting Computershare A/S, Kongevejen 418, DK-2840 Holte by mail, fax no. +45 45 46 09 98 or by email at gf@computershare.dk. Alternatively, via www.lcpharma.com. Please note that requested admission cards are not forwarded until the last week before the general meeting.
Proxy: Submission of proxy for the general meeting may take place through Computershare A/S. Proxy forms can be downloaded from the Company’s website, www.lcpharma.com, and must be forwarded to Computershare A/S, Kongevejen 418, DK-2840 Holte by mail, fax no. + 45 45 46 09 98 or by email at gf@computershare.dk. Computershare A/S must receive completed proxy forms no later than Friday July 1, 2011.
Voting by mail: Shareholders may - instead of voting at the Extraordinary General Meeting - choose to vote by mail, i.e. voting in writing prior to the holding of the general meeting. Absentee voting forms can be downloaded from the Company’s website, www.lcpharma.com. Any shareholder who chooses to vote by mail shall send the absentee vote to Computershare A/S, Kongevejen 418, DK-2840 Holte, by mail, fax no. + 45 45 46 09 98 or by email at gf@computershare.dk, so that Computershare A/S receives the absentee vote no later than 12.00 noon CET at Wednesday July 6, 2011. An absentee vote cannot be withdrawn.
Please note that letters may be in the mail for several days.
For more information, please contact:
|
LifeCycle Pharma A/S John Weinberg, M.D. SVP, Commercial Operations & Investor Relations Phone: +1 732 321 3208 Email: jdw@lcpharma.com |
Johnny Stilou CFO Phone: + 45 2055 3817 Email: jst@lcpharma.com |
