The following summons to an Extraordinary General Meeting of Diamyd Medical AB
will be available at Diamyd Medical’s website www.diamyd.com from Monday March
25, 2013.
Summons to Extraordinary General Meeting of Diamyd Medical AB
The shareholders of Diamyd Medical AB (publ) are hereby summoned to an
Extraordinary General Meeting at 2:00 p.m. on Monday, April 22, 2013, at
Garnisonen Konferens, Karlavägen 100 in Stockholm, Sweden.
Attendance
Shareholders who wish to attend the Meeting must be recorded in the register of
shareholders held by Euroclear Sweden AB by Tuesday April 16, 2013, and must
also notify Diamyd Medical of their intention to attend the Meeting by mail to
Diamyd Medical, Karlavägen 108, SE-115 26 Stockholm, by e-mail to
investor.relations@diamyd.com or on the Company’s website, www.diamyd.com not
later than Tuesday, April 16, 2013. The notification should state the
shareholder's name, address, telephone number, personal identity number or
company registration number, registered shareholding and the name of any
shareholder´s representative. Shareholders whose shares are registered in
custodial accounts must ask the custodian to temporarily register the shares in
the shareholder’s name (registration of entitlement to vote) to obtain the right
to participate in the Extraordinary General Meeting. The shares must be
registered not later than April 16, 2013.
Proposed agenda
1. Opening of the Meeting and election of Chairman.
2. Establishment and approval of the register of voters.
3. Approval of the agenda.
4. Election of one or two persons to certify the minutes.
5. Verification of whether the Extraordinary General Meeting has been duly
convened.
6. Presentation of proposal regarding the restructuring of the Diamyd Group.
7. Resolution regarding distribution of subsidiary.
8. Resolution regarding reduction of share capital for repayment to
shareholders.
9. Resolution regarding stock dividend.
10. Resolution regarding amendment of articles of association.
11. Election of Board of Directors.
12. Resolution regarding Board fees.
13. Resolution regarding reduction of the statutory reserve.
14. Close of Meeting.
Election of Chairman of the Meeting (item 1)
The Board proposes that lawyer (and Board member) Erik Nerpin be elected
Chairman of the Extraordinary General Meeting.
Proposal regarding the restructuring of the Diamyd Group (item 6)
As announced in a press release on February 18, 2013, a group of shareholders in
Diamyd Medical AB, together representing a majority of votes in and share
capital in the Company, reached an agreement that included the following. Shares
in the subsidiary Diamyd Therapeutics AB, which will own the existing diabetes
operations and the holding in Periphagen, Inc., will be distributed to
shareholders. The company will be capitalized at approximately SEK 50 million.
The company will have Series A shares and Series B shares in the manner that
Diamyd Medical AB has today. Following the distribution of Diamyd Therapeutics
AB, all Series A shares in Diamyd Medical AB will immediately be converted to
Series B shares. The rest of the liquid assets amounting to more than SEK 300
million, and the holdings in Protein Sciences Corporation and Mercodia AB will
remain in Diamyd Medical AB. The greater part of the liquid assets in Diamyd
Medical AB is proposed to be distributed to the shareholders as soon as
possible. Some cash will be set aside to be used to manage the other remaining
assets until the value of those assets can be realized and distributed to the
shareholders.
Based on the above agreement, the Board of Diamyd Medical AB presents the
proposals detailed in the agenda.
Resolution regarding distribution of subsidiary (item 7)
The Board proposes that the Meeting resolve on a dividend in the form of all
shares in the wholly owned subsidiary Diamyd Therapeutics AB (“the Subsidiary”),
whereby three (3) Series A shares in Diamyd Medical AB are to carry entitlement
to one (1) Series A share in the Subsidiary and three (3) Series B shares in
Diamyd Medical AB are to carry entitlement to one (1) Series B share in the
Subsidiary. If the shareholding in Diamyd Medical AB cannot be evenly divided by
a factor of three, a proportion of one share in the Subsidiary is received. Such
proportions of shares will be added together to make up full shares, which will
subsequently be sold. The proceeds from this sale will be paid to the relevant
shareholders via Euroclear Sweden AB. Based on the carrying amount on August 31,
2012, the proposed dividend will amount to SEK 1,100,000. The proposed record
date for entitlement to distribution in kind is April 25, 2013, meaning that the
final date for trading in the shares of Diamyd Medical AB, including the right
to receive dividends in the form of shares in the Subsidiary is April 22, 2013.
The intention is that shares in the Subsidiary will be available for trading on
NASDAQ OMX First North. The Subsidiary will be renamed Diamyd Medical AB. The
distribution of shares in the Subsidiary is considered to be covered under Lex
Asea provisions, meaning that the distribution will not give rise to any
taxation. Instead, the acquisition value of the shares in Diamyd Medical AB will
be allocated across the shares in Diamyd Medical AB and the Subsidiary.
Resolution regarding reduction of share capital for repayment to shareholders
(item 8)
The Board proposes that the Meeting resolve to reduce the Company’s share
capital by a maximum of SEK 2,957,913 by cancelling a maximum of 5,915,826
shares, each with a quotient value of SEK 0.50. The purpose of the reduction is
a repayment to the Company’s shareholders in the total amount of not more than
SEK 118,316,532. This reduction is to be executed on the basis of voluntary
redemption, whereby the shares that are ultimately cancelled correspond to those
shares for which cancelation has been requested by the Company’s shareholders.
The right to request cancelation accrues to shareholders who have redemption
rights. Each shareholder is to receive one (1) redemption right per share held
and five (5) redemption rights entitle the shareholder to request redemption of
one (1) share in the Company. For each share redeemed, the shareholder will
receive cash payment of SEK 20.
The record date for receiving redemption rights is Thursday, April 25, 2013,
meaning the final day of trading in the shares in Diamyd Medical AB including
the right to receive redemption rights is April 22, 2013. The notification
period to request redemption is between April 30 and May 21, 2013. Redemption
rights are intended to be traded on the NASDAQ OMX Stockholm between April 30
and May 16, 2013. The redemption amount will be paid as soon as the Swedish
Companies Registration Office has registered the decision of a reduction in
share capital in accordance with this item and an increase in share capital in
accordance with item 9 below, the proposed stock dividend, which is expected to
take place around June 15, 2013. The Board believes that the reduction in share
capital can be implemented without the permission of the Swedish Companies
Registration Office, or a general court, since the Company is to simultaneously
implement a stock dividend, which will entail that neither the Company’s
restricted shareholders’ equity nor its share capital will be reduced.
Resolution regarding stock dividend (item 9)
To enable the reduction in share capital in accordance with item 8 above without
the permission of the Swedish Companies Registration Office or, in disputable
cases, at a general court, the Board proposes that the Company implement a stock
dividend simultaneously with the redemption, on the basis of which the Company’s
share capital is restored to a minimum of the amount that the share capital
totaled prior to the reduction. Accordingly, the Board proposes that the Meeting
resolve on a stock dividend under which the Company’s share capital is to
increase by SEK 2,957,913 on the basis of a transfer from non-restricted
shareholders’ equity. The stock dividend is to take place without issuing new
shares and entails that the quotient value of the share will be raised.
Resolution regarding amendment of articles of association (item 10)
The Board proposes that the Meeting resolve on the following amendments to the
articles of association. It is proposed that Diamyd Medical AB be renamed
Mertiva AB. At the same time, the subsidiary Diamyd Therapeutics AB will be
renamed Diamyd Medical AB. All series A shares will be converted to series B
shares, after which all shares will thus be series B shares.
Election of Board of Directors (item 11)
It is proposed that the new Board of Directors comprise Håkan Blomdahl (also
Chairman of the Board), Anders Essen-Möller (re-election) and Tommy Israelsson.
Håkan Blomdahl (born 1968) has a MSc from the Stockholm School of Economics and
a MSc in Engineering Physics from KTH Royal Institute of Technology. Håkan has
been working since 10 years as CEO of his own investment company Capital Cube
AB. Other board assignments are Eatwell Solutions AB and Dala Energi AB.
Tommy Israelsson (born 1947) is a business economist and engineer and has worked
as CFO and CEO for 10 years and auditor for 29 years, the last four years at
PWC. Tommy has since one year been working with financial consulting in his own
company, and as a director of the board of three smaller companies.
Resolution regarding Board fees (item 12)
Annual Board fees of SEK 200,000 are proposed, of which the Chairman will
receive SEK 100,000 and the remaining two Board members will each receive SEK
50,000.
Resolution regarding reduction of the statutory reserve (item 13)
The Board proposes that the Company’s entire statutory reserve, amounting to SEK
96,609,000 at August 31, 2012, be assigned to an unrestricted reserve to be
utilized in line with decisions taken by future General Meetings. Following the
implementation of the reduction, the statutory reserve will thus be dissolved in
its entirety. The resolution is contingent on the Swedish Companies Registration
Office or, in disputable cases, a general court, providing permission to reduce
the statutory reserve.
Other information
At the time of the summons, the number of shares in the Company is 29,579,133
shares, of which 1,437,876 Series A shares (1 vote) and 28,141,257 Series B
shares (1/10 of a vote). The total number of votes is 4,252,001.7.
The Board’s complete proposed resolution and other documentation for the General
Meeting will be available at the Company’s offices as well as on the Company
website www.diamyd.com, from March 28, 2013, and will be sent to those
shareholders who so request.
Stockholm, March 2013
Diamyd Medical AB (publ)
Board of Directors
For more information, please contact:
Peter Zerhouni, President and CEO Diamyd Medical AB
Phone: +46 8 661 00 26. E-mail: press@diamyd.com
About Diamyd Medical
Diamyd Medical was founded in 1996 and is active in the field of pharmaceutical
development. Diamyd Medical is headquartered in Stockholm, Sweden. The Company’s
development project consists of the protein GAD for the treatment and prevention
of autoimmune diabetes. Two Swedish researcher-initiated Phase II studies are
ongoing. One study evaluates whether GAD can prevent type 1 diabetes in children
who are at high risk of developing the disease and one study evaluates whether
GAD in combination with relatively high doses of vitamin D and ibuprofen can
preserve the body's own ability to control the blood sugar level in children and
adolescents newly diagnosed with type 1 diabetes.
Diamyd Medical also has holdings in the gene therapy company Periphagen
Holdings, Inc. (USA), the vaccine company Protein Sciences Corporation (USA) and
the diagnostics company Mercodia AB (Sweden).
Diamyd shares are listed on Nasdaq OMX (segment Small Cap) in Stockholm (ticker:
DIAM B) and on OTCQX in the US (ticker: DMYDY) administered by the Pink OTC
Markets and the Bank of New York Mellon (PAL). Further information is available
on the Company’s website: www.diamyd.com.
This information is disclosed in accordance with the Swedish Securities Markets
Act, the Swedish Financial Instruments Trading Act, or the requirements stated
in the listing agreements.
Diamyd Medical AB (publ)
Karlavägen 108, SE-115 26 Stockholm, Sweden. Phone: +46 8 661 00 26, Fax: +46 8
661 63 68
E-mail: info@diamyd.com. Reg. no: 556530-1420
