Basel, Switzerland, February 26, 2008 - Basilea Pharmaceutica Ltd. (SWX:BSLN) invites its shareholders to the Ordinary General Meeting of Shareholders to be held on Wednesday, March 19, 2008.
Agenda and proposals of the Board of Directors
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Annual report, financial statements and consolidated financial statements 2007
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 2007.
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Appropriation of the results
The Board of Directors proposes to carry forward the accumulated loss of CHF 119,618,811 and the release of CHF 28,426,014 from legal reserve to free reserve as well as offsetting the free reserve with the accumulated loss in the amount of CHF 119,618,811.
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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.
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Election to the Board of Directors
The Board of Directors proposes the reelection of Dr. Anthony Man (CEO) and Mr. Ronald Scott (CFO) to the Board of Directors, each for a three-year term. The Board of Directors also proposes the reelection of Dr. Walter Fuhrer, Prof. Daniel Lew and Prof. van Brummelen to the Board of Directors, each for a one-year term. In addition, the Board of Directors proposes the election of Mr. Steve Skolsky to the Board of Directors for a three-year term. Mr. Steve Skolsky is currently President and CEO of Sequoia Pharmaceuticals, Inc., USA.
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Election of the Statutory Auditors and the Group Auditors
The Board of Directors proposes the reelection of PricewaterhouseCoopers AG, Basel, as statutory auditors and group auditors for the business year 2008.
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Implementation of a Holding Structure and Change of the Art 2 of the Articles of Incorporation
The Board of Directors proposes the implementation of a holding structure and to change Article 2 of the Articles of Incorporation. In order for Basilea to provide an adequate corporate group structure for the future commercialization of its products, Basilea Pharmaceutica Ltd. shall be converted into a holding company by transferring assets and liabilities and operations into a new 100% owned subsidiary, domiciled in Basel. The proposed corporate group structure provides higher flexibility and enables a potential reduction in liability risk. The transfer of assets and liabilities shall occur in accordance with Article 69ss. of the Merger Law. Basilea Pharmaceutica Ltd.'s participations in its subsidiaries shall not change. The proposed amendment of Article 2 of the Articles of Incorporation reflects the proposed conversion of Basilea Pharmaceutica Ltd. into a holding company.
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The invitation with the detailed agenda and proposals will be published in the Swiss Official Commercial Gazette (Schweizerisches Handelsamtsblatt) on February 26, 2008 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 March 7, 2008. 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 2008 will be held on Wednesday, March 19, 2008, at 3 p.m. at the "Auditorium" of the Hotel Hilton, Aeschengraben 31, in Basel, Switzerland.
Annual Report 2007
The Annual Report 2007 is available on the company's website at http://www.basilea.com.
About Basilea
Basilea Pharmaceutica Ltd. is an integrated biopharmaceutical company headquartered in Basel, Switzerland, listed on the SWX Swiss Exchange (SWX:BSLN). The company focuses on the discovery, development and commercialization of innovative medicines to satisfy high medical and patient needs in the hospital and specialty pharmaceutical setting. Basilea has a diversified product pipeline including novel treatments for resistant bacterial infections, systemic fungal infections and severe skin diseases. The portfolio comprises three late-stage product candidates and substantial earlier stage programs. Basilea is currently building its sales and marketing organization in the U.S. and major European markets to promote alitretinoin and co-promote ceftobiprole subject to approval.
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.
For further information, please contact:
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General Information |
Investor Relations |
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Dr. Barbara Zink
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This press release can be downloaded from www.basilea.com
The press release can also be downloaded from the following link:
