mondoBIOTECH holding AG (SIX:RARE) announces the results of its Annual General Meeting and the election of the Board of Directors Donnerstag, 20. Juni 2013 - 19:03
June 20, 2013Stans, Switzerland mondoBIOTECH holding AG (SIX: RARE) announces that at today's Annual General Meeting, the shareholders have approved all agenda items as proposed by the Board of Directors with large majority of the represented votes. Furthermore, the new Board of Directors has constituted itself and has appointed Dr Raffaele Petrone as Chairman.
The agenda of the Annual General Meeting covered the following items: 1) Annual report and the group financial statements 2012 - 2) Carrying forward of the accumulated loss - 3) Granting of discharge to the members of the Board of Directors and the Group Executive Committee members for their tenures in the business year 2012 – 4) Ordinary Capital Increase – 5) Creation of new Authorized Capital – 6) Change of Company name – 7) Extension of Company’s purpose – 8) Re-elections to the Board of Directors of Robert Edward Patterson, Michael A. Keller and Ruggero Gramatica for a further one-year term of office and election to the Board of Directors of Dr. Raffaele Petrone and Filippo Celio for a one-year term of office – 9) election of Ernst & Young Basel as new auditors.
Dr Ruggero Gramatica, CEO of mondoBIOTECH holding AG, commented: "This shareholder's meeting marks the beginning of a new and exciting era for this company. With the almost unanimous approval of the capital increase the shareholders paved the way for the envisaged business combination with Pierrel Research International AG. The Boards of Directors and the management teams of the two companies are convinced that this business combination will allow us to evolve the new combined entity into a tech-based contract research and development organization with the capacity to shape a new paradigm in pharma research and development. The new corporate name THERAMetrics marks the formal beginning of this new era.”
AGM results in detail At today’s Annual General Meeting, 34.02 % of the existing shares and 53.75 % of the votes with voting rights were represented.
Annual Report, Financial Statements and Carry-Forward of Loss The shareholders approved the annual report and the group financial statements for 2012 and agreed to carry forward the loss for the year 2012.
Discharge to the Board of Directors and the Group Executive Committee The shareholders granted discharge to the members of the Board of Directors and the Group Executive Committee members for the business year 2012.
Ordinary Capital Increase The shareholders approved with a vast majority the ordinary share capital increase of up to CHF 3'217'865.46 as proposed by the Board of Directors. The proposal received 95.83 % of the votes cast. With the approval of the increase of the ordinary share capital the shareholders supported the envisaged business combination with Pierrel International Research AG. Post business combination, Pierrel S.p.A. and Fin Posillipo S.p.A., the shareholders of Pierrel Research International AG, will together hold approximately 77.3% of the share capital of the new combined entity.
Authorized Capital The shareholders also approved the creation of an authorized share capital with a vast majority of 95.57 % of the votes cast. This allows the Board of Directors to increase the share capital by a maximum amount of CHF 1'200'000 and to issue up to 120'000'000 shares at any time until 19 June 2015, among others for the purpose of an easier access to the capital market and for responding to strategic business opportunities.
Change of Company name and Extension of Company's purpose The shareholders approved the change of the company's name into THERAMetrics holding AG as proposed by the Board of Directors. The proposal received a broad support of the votes cast. Furthermore, the shareholders approved the extension of the company's statutory purpose as proposed by the Board of Directors with 95.94 % of the votes cast.
Elections of the Board of Directors The shareholders have approved with large majority the re-election of Mr. Robert Edward Patterson, Prof. Michael Alan Keller, Mr. Ruggero Gramatica all members of the Board of Directors, who stood for re-election, for a one-year mandate and furthermore elected with overwhelming majority Mr. Raffaele Petrone and Mr. Filippo Celio as new members of the Board of Directors for a one-year term
Election of Auditors In addition, the shareholders elected Ernst & Young, Basel, as new statutory auditors of the company. Immediately after the Annual Shareholders' Meeting, the newly elected Board of Directors of mondoBIOTECH constituted itself. Thereby, Raffaele Petrone, the CEO of Pierrel S.p.A. and through Fin Posillipo S.p.A. an important investor in Pierrel Research International AG, was appointed as Chairman and Michael Alan Keller as Vice-Chairman of the Board of Directors. Furthermore, the following directors have been appointed as members of the following committees:
- Audit and Finance Committee: Robert Patterson and Filippo Celio
- Nomination and Compensation Committee: Michael Alan Keller and Raffaele Petrone
- Scientific Committee: Michael Alan Keller and Ruggero Gramatica.
The company is continuing to actively pursuing license and collaborations on its existing pipeline ready for being licensed, currently composed of 8 Medicinal Product Candidates, and actively seeking for additional funds and / or corporate transaction.
About mondoBIOTECH mondoBIOTECH holding AG (SIX Swiss Exchange ticker symbol: RARE), an independent Swiss biotech company, discovers drugs for patients suffering from rare diseases through its internally developed Search&Match methodology. In Search&Match mondoBIOTECH's scientists combine their unique knowledge of biologically active human peptides with advanced technology solutions delivering medicinal product candidates for rare diseases to licensing partners. For further information please contact mondoBIOTECH holding AG Andreas Hildenbrand, Lemongrass Communications Tel.: +41 44 202 5268 andreas.hildenbrand@lemongrass-communications.com www.mondobiotech.com Disclaimer This communication expressly or implicitly contains certain forward-looking statements concerning mondoBIOTECH holding AG 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 mondoBIOTECHholding AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. mondoBIOTECH holding AG 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.