Santhera Publishes Agenda for its Annual General Meeting
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
Ad hoc announcement pursuant to Art. 53 LR
Pratteln, Switzerland,
June 6,
2023 – Santhera Pharmaceuticals
(SIX: SANN) today
published the agenda
for its Annual General Meeting
(AGM), which
will be held on
June 27,
2023, at
10:00
CEST at Haus der
Wirtschaft,
Hardstrasse 1, 4133 Pratteln,
Switzerland.
The invitation to the Annual General Meeting
with agenda items and explanations can be viewed on Santhera’s
website at https://www.santhera.com/share-bondholder-meetings.
Selected agenda items
ElectionsThe Board of Directors proposes the
re-election of Thomas Meier, PhD, and
Philipp Gutzwiller as members of the BoD until the
end of the AGM 2024. Additionally, Thomas Meier, PhD, is nominated
for re-election as the Chairman of the BoD.
Patrick Vink, member of Santhera’s Board and
Chairman of the Compensation Committee since 2017, decided not to
stand for re-election. The BoD and Executive Committee sincerely
thank Patrick for his dedication and valuable contributions and
wish him all the best for the future.
The BoD nominates Bradley C. Meyer (as
previously announced) and Otto Schwarz, PhD, for election to the
Board:
Bradley C. Meyer has acted as a
board observer of Santhera’s Board since March 2023. He is the
founding partner of and a senior advisor at Ducera Partners and has
vast experience in M&A, financial and other advisory
services.
Otto Schwarz, PhD, is the
former COO of Actelion Pharmaceuticals Ltd. Currently, he is
Managing Director of Concentus Consulting, Switzerland. As of July
1, 2023, Otto Schwarz will act as an advisor to the management of
Idorsia Pharmaceuticals Ltd, Santhera’s largest shareholder.
Subject to their (re-)election as Board members,
the BoD proposes to the shareholders the re-election of Thomas
Meier, PhD, and the election of Bradley C. Meyer as members of the
Compensation Committee. It is intended that Bradley C. Meyer will
be appointed as Chairman of the Compensation Committee.
Reverse Share SplitThe BoD proposes a reverse
share split in the ratio 10:1. Proposed is a 10-fold reduction of
the number of shares accompanied by a 10-fold increase of the
nominal value per share (from CHF 0.01 to CHF 0.10). This
reverse split, if implemented, does not affect the market
capitalization of Santhera, and the percentage interest in the
Company's equity for the shareholder will essentially remain
unchanged (except for cash compensation for fractional shares,
i.e., those portions of existing shareholdings that are not
divisible by ten).
The BoD anticipates potential benefits from the
reverse share split, including heightened visibility and improved
market perception of Santhera, as well as improved eligibility for
institutional investors to invest in the Company.
Details on the reverse share split and
explanations on its implementation are provided in the AGM invite
and the Q&A which are both available on the Company’s website
here.
Capital Range and Amendment to the Articles of
IncorporationThis motion intends to introduce the instrument of a
capital range as a replacement of the authorized share capital in
accordance with the revised Swiss corporate law, which entered into
force this year.
The capital range provides the BoD with a
flexible instrument enabling it, among other things, to decrease
the Company’s share capital or to issue, without delay, new shares
within a certain range for financing purposes at a moment favorable
to the Company.
Agenda (overview)
- Approval of the Annual Report,
Annual Financial Statements and the Consolidated Financial
Statements 2022
- Appropriation of the Annual Result
and Offset of Deficit
- Consultative Vote on the
Compensation Report 2022
- Discharge of the Members of the
Board of Directors and of the Executive Management from Liability
for the Financial Year 2022
- Reverse Share Split
- Capital Range and Amendment to the
Articles of Incorporation
- Conditional Capital for Financing
Purposes and Amendment to the Articles of Incorporation
- Conditional Capital for Employee
Participations and Amendment to the Articles of Incorporation
- Election and Re-Election of Members
of the Board of Directors and Re-Election of the Chairman of the
Board
- Election and Re-Election of the
Members of the Compensation Committee
- Approval of the Compensation of the
Members of the Board of Directors
- Approval of the Compensation of the
Members of the Executive Management
- Re-election of the Statutory
Auditors
- Re-election of the Independent
Proxy
About SantheraSanthera
Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical
company focused on the development and commercialization of
innovative medicines for rare neuromuscular and pulmonary diseases
with high unmet medical need. The Company has an exclusive license
for all indications worldwide to vamorolone, a dissociative steroid
with novel mode of action, which was investigated in a pivotal
study in patients with Duchenne muscular dystrophy (DMD) as an
alternative to standard corticosteroids. For vamorolone in the
treatment of DMD, Santhera has a new drug application (NDA) under
review by the U.S. FDA, a marketing authorization application (MAA)
under review by the European Medicines Agency (EMA) and an MAA
submitted to the UK Medicines and Healthcare products Regulatory
Agency (MHRA). The clinical stage pipeline also includes
lonodelestat to treat cystic fibrosis (CF) and other neutrophilic
pulmonary diseases. Santhera out-licensed rights to its first
approved product, Raxone® (idebenone), outside North America and
France for the treatment of Leber's hereditary optic neuropathy
(LHON) to Chiesi Group. For further information, please visit
www.santhera.com.
Raxone® is a trademark of Santhera
Pharmaceuticals.
For further information please
contact: public-relations@santhera.com orEva Kalias, Head
Investor Relations & CommunicationsPhone: +41 79 875 27
80eva.kalias@santhera.com
Disclaimer / Forward-looking
statements This document does not constitute an offer to
subscribe for, buy or sell any of the securities mentioned herein
or any other securities in any jurisdiction. The securities
mentioned herein have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the Securities
Act), and may not be offered or sold in the United States
absent registration or exemption from registration under the
Securities Act.
This communication does not constitute an offer
or invitation to subscribe for or purchase any securities of
Santhera Pharmaceuticals Holding AG. This publication may contain
certain forward-looking statements concerning the Company and its
business. Such statements involve certain risks, uncertainties and
other factors which could cause the actual results, financial
condition, performance or achievements of the Company to be
materially different from those expressed or implied by such
statements. Readers should therefore not place undue reliance on
these statements, particularly not in connection with any contract
or investment decision. The Company disclaims any obligation to
update these forward-looking statements.
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- 2023 06 06_PR_AGM-invite_e_final
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