Topotarget A/S
Symbion
Fruebjergvej 3
DK 2100 Copenhagen
Denmark
Tel: +45 39 17 83 92
Fax: +45 39 17 94 92
CVR-nr: 25695771
www.Topotarget.com
Copenhagen, Denmark - 22 April, 2010 - Topotarget A/S (NASDAQ OMX: TOPO.CO)
announced today the passing on its annual general meeting and appointed Bo
Jesper Hansen as new Chairman of the Board.
On Thursday 22 April Topotarget A/S held its annual general meeting 2010.
At the general meeting, resigning chairman of the board of directors, Håkan
Åström, and the company's chief executive officer, Francois Martelet, reported
on the company's activities during the past year. As publicly announced before
the annual general meeting, the shareholders were informed about the company's
financial guidance for 2010:
For the 2010 year, Topotarget expects a pre-tax profit of approximately DKK 0 -
20 million and expects a net cash position at the end of 2010 of around DKK
175 - 195 million.
The expected pre-tax profit for 2010 is positively impacted by the receipt of
an upfront payment of USD 30 million from Spectrum Pharmaceuticals under the
belinostat license agreement as well as by the consideration of EUR 5 million
(with an additional later upside of up to EUR 1 million) from the sale of the
rest-of world rights (outside North and South America) of Savene®. In line with
the company's accounting policies, 61% of the upfront payment from Spectrum
Pharmaceuticals will be recognized in 2010 while 39% will be deferred to 2011
(with approximately one 18th of the amount per month during the period February
2010 to July 2011). However, the full cash effect of the upfront payment of USD
30 million was booked in the first quarter of 2010.
The audited annual report was adopted and a resolution was passed to discharge
the board of directors and the management from liability. It was resolved that
the loss for the year of DKK 140.5 million be carried forward to next year
through recognition in retained earnings.
Bo Jesper Hansen, Jeffrey H. Buchalter, Anders Gersel Pedersen, Ingelise
Saunders, Per Samuelsson and Anker Lundemose were elected as board members -
all for the period until the annual general meeting to be held in 2011.
Immediately following the annual general meeting the board convened and
constituted itself with Bo Jesper Hansen as new chairman of the board.
In connection with the annual general meeting, resigning chairman of the board
of directors, Dr. Håkan Åström, said: “It has been a pleasure to chair the
board of Topotarget during the past four years and be a board member since
2004, prior to the company's IPO in 2005. I believe that Topotarget with its
new management, its new focused strategy, its new US partnership with Spectrum
Pharmaceuticals, and the company's sound financial situation, is very well
placed to capitalize on belinostat, its lead anticancer drug. Finally, I find
Dr. Bo Jesper Hansen, with his impressive track-record within biotech, an
excellent choice as new chairman of Topotarget.”
Dr. Bo Jesper Hansen, new chairman of the board of directors, said: “I look
very much forward to take over as chairman of the board of Topotarget. With
belinostat Topotarget has an extremely interesting drug candidate. Onwards, my
undivided attention will be on, together with the Topotarget's management,
maximizing the value of belinostat and to safely introduce the anticancer drug
to the market place as soon as possible in order to provide new and better
treatment options for patients with cancer.”
Deloitte Statsautoriseret Revisionsaktieselskab was re-appointed as the
company's auditors.
The proposals by the board of directors to change the articles of association
and other proposals were all adopted, including that the company shall no
longer convene general meetings by advertisement in a newspaper. The board of
directors was authorized to increase the company's share capital at one or more
times by up to 13,260,902 new shares for a period of five years. The board of
directors was also authorized for a period of five years to issue up to a total
of 1,980,000 warrants, each entitling the holder to subscribe for one share of
DKK 1 nominal value in the company and to make the relevant capital increases.
It was resolved that the company may communicate in electronic form with its
shareholders and English was formally adopted as the company language.
The board of directors was authorized, until the next annual general meeting,
to purchase treasury shares within a limit of 10% of the company's share
capital and at a price corresponding to the listed price plus/less 5% at the
time of the purchase.
The proposal by the board of directors to revised the general guidelines for
incentive remuneration of the company's board of directors and management was
approved.
Topotarget A/S
For further information, please contact:
Francois Martelet, CEO: Direct: +45 39 17 94 99; Mobile: +45 31 36 83 41
Anders Vadsholt, CFO: Direct: +45 39 17 83 45; Mobile: +45 28 98 90 55
Background information
About Topotarget
Topotarget (NASDAQ OMX: TOPO) is an international biotech company headquartered
in Denmark, dedicated to improve cancer therapies. Topotarget currently
focuses, in collaboration with Spectrum Pharmaceuticals, Inc., on the
development in pivotal studies of its lead drug candidate, belinostat, which
has shown proof-of-concept as monotherapy in treating haematological
malignancies and positive results in solid tumours. Belinostat can be used in
combination with full doses of chemotherapy, and is currently in a pivotal
trial within PTCL (peripheral T-cell lymphoma). Topotarget's key cancer drugs
target HDAC, NAD+, mTOR, Fas ligand and topoisomerase II. The company's first
marketed product, Savene®/Totect®, was approved by EMEA in 2006 and the FDA in
2007, and is marketed by Topotarget's own sales force in the US. For more
information, please refer to www.Topotarget.com.
Topotarget Safe Harbour Statement
This announcement may contain forward-looking statements, including statements
about our expectations of the progression of our preclinical and clinical
pipeline including the timing for commencement and completion of clinical
trials and with respect to cash burn guidance. Such statements are based on
management's current expectations and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. Topotarget cautions investors that
there can be no assurance that actual results or business conditions will not
differ materially from those projected or suggested in such forward-looking
statements as a result of various factors, including, but not limited to, the
following: The risk that any one or more of the drug development programs of
Topotarget will not proceed as planned for technical, scientific or commercial
reasons or due to patient enrolment issues or based on new information from
non-clinical or clinical studies or from other sources; the success of
competing products and technologies; technological uncertainty and product
development risks; uncertainty of additional funding; Topotarget's history of
incurring losses and the uncertainty of achieving profitability; Topotarget's
stage of development as a biopharmaceutical company; government regulation;
patent infringement claims against Topotarget's products, processes and
technologies; the ability to protect Topotarget's patents and proprietary
rights; uncertainties relating to commercialization rights; and product
liability exposure; We disclaim any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events, or otherwise, unless required by law.
