April 21, 2008: Santhera Shareholders Approve all Board Proposals at Annual Shareholders' Meeting
Santhera Pharmaceuticals (SWX: SANN), a Swiss specialty pharmaceutical company focused on neuromuscular diseases, today announced that its Annual Shareholders' Meeting has approved the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for 2007, as well as the proposed appropriation of the results. Shareholders also granted discharge to the members of the Board of Directors (Board) and Management from liability. In addition, Santhera shareholders approved all proposed changes to the Articles of Incorporation, effectively increasing the authorized capital to CHF 800,000, the conditional capital for employee participation to CHF 700,000 and for financing purposes to CHF 500,000. Rudolf Gygax was re-elected as member of the Board. Finally, shareholders re-elected Ernst & Young as auditors and group auditor.
A total of 53.4% of the total share capital of the Company were represented at the Shareholders' Meeting. All motions passed with a vast majority. The proposed amendments to the Company's Articles of Incorporation required a majority of two thirds of the votes present at the Shareholders' Meeting.
Presentations to Shareholders
In his presentation to shareholders, Michael Lytton, Chairman of the Board, highlighted the successes Santhera made in 2007 by advancing and broadening the clinical development pipeline and moving the Company's lead compound SNT-MC17 (INN: idebenone) for the treatment of Friedreich's Ataxia (FRDA) into the marketing approval process in the EU, Switzerland and Canada. "The results of last year show the progress that Santhera has made across all areas of its business, building a solid ground for the continued successful development of the Company and reflecting both our sound strategy and the excellent execution by the Company's management," he commented.
"We continue to build and grow our core competencies: the pharmacological understanding of neuromuscular diseases, the execution of clinical trials in orphan indications, and the establishment of strategic partnerships along the value chain. Now, we start to build our fourth key competence, commercial expertise, through the establishment of a small, Boston-based specialty sales organization for the North American markets," said Klaus Schollmeier, Santhera's Chief Executive Officer. He continued: "Our Company stands at the edge of transition from a late-stage development company to a product company. The entire team at Santhera is energized by the prospects of 2008 and beyond."
Approval of the financial report and appropriation of the results
Santhera's shareholders approved the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for 2007. They also approved the proposed appropriation of the results, whereby the entire profit of CHF 2,392,554.68 was transferred to the free reserves. As a consequence, the free reserves amount to CHF 148,392,554.68.
Amendments of the Company's Articles of Incorporation and creation of new capital
The Shareholders' Meeting approved the proposed changes to the Company's capital structure (sections 3a and 3b of the Articles of Incorporation) to ensure the long-term financing of its anticipated growth. The shareholders approved to increase the authorized capital from CHF 561,092 to CHF 800,000, the conditional capital for employee participation from CHF 351,971 to CHF 700,000 and the conditional capital for financing instruments from CHF 230,000 to CHF 500,000.
Discharge of and changes to the Board
Santhera's shareholders granted discharge to the members of the Board and to the members of the management from liability. The shareholders re-elected Rudolf Gygax as a member of the Board for a term of one year. Georg Nebgen, member of the Board since 2004, decided not to stand for re-election due to other commitments. Santhera expresses its sincerest thanks to Mr Nebgen for his merits and highly valued contributions. Finally Ernst & Young was re-elected as auditors and group auditors for the period of one year.
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Santhera Pharmaceuticals (SWX: SANN) is a Swiss specialty pharmaceutical company focused on the discovery, development and marketing of small-molecule pharmaceutical products for the treatment of severe neuromuscular diseases. Santhera's vision is to become a leading specialty pharmaceutical company offering therapies for a number of indications in this area of high unmet medical need which includes many orphan indications with no current therapy.
Santhera currently has five clinical-stage development programs, three of which are investigating its lead compound, SNT-MC17 (INN: idebenone), for the treatment of Friedreich's Ataxia (FRDA), Duchenne Muscular Dystrophy (DMD) and Leber's Hereditary Optic Neuropathy (LHON). Another clinical program is investigating JP-1730 (INN: fipamezole) for the treatment of Dyskinesia in Parkinson's Disease (DPD) in cooperation with Juvantia, the compound's owner. The fifth program comprises SNT-317 (INN: omigapil) in Congenital Muscular Dystrophies (CMD), a compound in-licensed from Novartis. For the most advanced program, SNT-MC17 in FRDA, the Company has applied for marketing authorization in the EU, Switzerland and Canada. The compound is also in Phase III clinical development for FRDA in the US while the other clinical programs are in Phase II. For further information, please visit www.santhera.com.
For further information, contact
Klaus Schollmeier, Chief Executive Officer
Phone: +41 (0)61 906 89 52
Barbara Heller, Chief Financial Officer
Phone: +41 (0)61 906 89 54
Thomas Staffelbach, VP Public & Investor Relations
Phone: +41 (0)61 906 89 47
This news release is not and under no circumstances to be construed as a solicitation, offer, or recommendation, to buy or sell securities issued by Santhera Pharmaceuticals Holding AG. Santhera Pharmaceuticals Holding AG makes no representation (either express or implied) that the information and opinions expressed in this news release are accurate, complete or up to date. Santhera Pharmaceuticals Holding AG disclaims, without limitation, all liability for any loss or damage of any kind, including any direct, indirect or consequential damages, which might be incurred in connection with the information contained in this news release.
This news release expressly or implicitly contains certain forward-looking statements concerning Santhera Pharmaceuticals Holding AG and its business. Certain of these forward-looking statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "are expected to," "will," "will continue," "should," "would be," "seek" or "anticipate" or by discussions of strategy, plans or intentions. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of Santhera Pharmaceuticals Holding AG to be materially different from any expected results, performance or achievements expressed or implied by such forward-looking statements. There can be no guarantee that any of the research and/or development projects described will succeed or that any new products or indications will be brought to market. Similarly, there can be no guarantee that Santhera Pharmaceuticals Holding AG or any future product or indication will achieve any particular level of revenue. In particular, management's expectations could be affected by, among other things, uncertainties involved in the development of new pharmaceutical products, including unexpected preclinical and clinical trial results; unexpected regulatory actions or delays or government regulation generally; the Company's ability to obtain or maintain patent or other proprietary intellectual property protection; competition in general; government, industry, and general public pricing and other political pressures. Santhera Pharmaceuticals Holding AG is providing the information in this new release as of the date of the publication, and does not undertake any obligation to update any forward-looking statements contained herein as a result of new information, future events or otherwise.