Arpida Extraordinary General Meeting of Shareholders supports merger with Evolva SA
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Reinach, Switzerland, 26 November 2009. The Extraordinary General Meeting of Arpida Ltd (SIX: ARPN) has approved the proposals that were put forward by the Board of Directors. A total of 74 shareholders were present at the meeting that took place in Reinach today. 2,981,585 shares were represented, or 14.1% of the total number of shares issued (21,094,104).
There were two key topics on the agenda.
- The contribution and sale of the iclaprim business
The shareholders approved the contribution of the iclaprim business (including all assets, data and intellectual property rights relating to iclaprim in both intravenous and oral form) to the fully owned subsidiary Adipra AG, with seat in Reinach BL, Switzerland. Adipra AG shall be sold for a purchase price of CHF 2,100,000 to Acino Holding AG.
- The proposed merger with Evolva SA
The shareholders also approved a number of proposals related to the proposed merger with Evolva SA.
- An increase of the company’s share capital for the combination with Evolva SA.
- The creation of authorised or conditional capital for financing purposes.
- The creation of authorised capital for shares to be issued in the framework of share price stabilisation and internal group reorganisation purposes.
- Creation of a conditional capital to be used in connection with the granting of options under incentive schemes.
- A name change to Evolva Holding SA and related changes to the Articles of Association.
- The election of Prof. Dr. Erich Schlick, Mr. Neil Goldsmith, Mr. Jean-Philippe Tripet, Ms. Ingelise Saunders and Dr. Jacques Mallet to the Board of Directors.
- The election of Ernst & Young as auditors.
Dr André Lamotte, Chairman of Arpida’s Board of Directors, commented: “This shareholders’ meeting marks the end of the Arpida period and signals the start of a new era for this company. I am delighted that our shareholders overwhelmingly supported the proposals discussed today. The Boards and management teams of Arpida and Evolva are convinced of the strategic merit of the intended merger. This conviction is based on Evolva’s potent technology and robust business model, its drug development pipeline, its skilled management team and the support the company receives by a number of reputable life science investors.”
It is currently foreseen that after implementation of the resolutions taken today the first day of trading of the shares in Evolva Holding SA will be Monday 14 December 2009. Current Arpida shareholders do not have to take action, their Arpida shares will be re-named to Evolva Holding SA and remain listed on the main segment of SIX Swiss Exchange. The ISIN number will remain the same (CH0021218067). However the symbol will change from ARPN to EVE.
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Arpida contacts: Dr Jürgen Raths, President and CEO
Tel: + 41 61 417 96 60
Harry Welten, MBA, CFO and Senior Vice President
Tel: + 41 61 417 96 65
Paul Verbraeken, Head of Corporate Communications
Tel: + 41 61 417 96 83
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THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND MUST NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES IN THE UNITED STATES. THE SECURITIES OF ARPIDA LTD. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.
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This press release contains specific forward-looking statements, e.g. statements including terms like believe, assume, expect or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not place undue reliance on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.