26 May 2016
THERAMetrics holding AG (“THERAMetrics“ or “Company“) announces that at yesterday’s Annual General Meeting 2016 (“AGM”), the shareholders approved all agenda items as proposed by the Board of Directors with large majority of the represented votes.
1) Approval of the Annual Report, Statutory Financial Statements and Consolidated Financial Statements for the year 2015 – 2) Approval of Results – 3) Discharge of the members of the Board of Directors and of the Executive Committee – 4) Ordinary Capital Increase for the Combination with Relief Therapeutics SA (the “Relief Business Combination”) – 5) Creation of a new Authorized Share Capital and Deletion of existing Authorized Share Capital – 6) Increase of the Conditional Share Capital for Employees (amendment of Article 3b Section 1) – 7) Increase of the Conditional Share Capital for Financing Purposes – 8) Change of Corporate Name and Change of Corporate Headquarters as a result of the Relief Business Combination – 9) Further amendments to the Articles of Association – 10) Votes on the compensation of members of the Board of Directors and Executive Committee – 11) Elections.
64.75% of the existing shares were represented at the AGM.
The shareholders approved the annual report, the statutory financial statements and the consolidated financial statements for the year 2015.
The shareholders agreed to carry forward the loss for the year 2015.
The shareholders granted discharge to the members of the Board of Directors and the Executive Committee for the business year 2015.
The shareholders approved with an overwhelming majority the ordinary share capital increase for the combination with Relief Therapeutics SA, Geneva, of up to CHF 11’969’372.50 as proposed by the Board of Directors. The proposal received 99.15% of the votes cast.
The shareholders also approved the creation of a new authorized share capital and deletion of the existing authorized share capital conditional upon the execution of the ordinary capital increase for the Relief Business Combination with a vast majority of 98.82% of the votes cast. This allows the Board of Directors to create a new authorized share capital of CHF 9’250’000, which enables the issuance of up to 925’000’000 registered shares, to be fully paid up with a nominal value of CHF 0.01 each, which shall be available until no later than 25 May 2018, among others for the purpose of financing the Company, pursuant to a Share Subscription Facility granted by GEM Global Yield Fund LLC SCS and GEM Investments America LLC and/or as otherwise required, after the execution of the Relief Business Combination.
The shareholders approved the increase of the conditional share capital for employees etc. as proposed by the Board of Directors. The proposal received 98.14% of the votes cast. This allows the Board of Directors to attract, retain, incentivize and adequately compensate the employees and consultants of the company and of its subsidiaries.
The shareholders also approved the increase of the conditional share capital for financing purposes conditional upon the execution of the ordinary capital increase for the Relief Business Combination with a large majority of 99.06% of the votes cast. This allows the Board of Directors to increase the conditional share capital available for financing purposes to CHF 6’500’000, allowing for the issuance of up to 650’000’000 shares in connection with financing / financial instruments, among others for a convertible loan of CHF 3’300’000 granted by certain investors to the Company in October 2015.
The shareholders approved the change of the company’s name into Relief Therapeutics Holding AG and the transfer of the corporate headquarters from Stans (CH) to Zurich (CH) conditional upon the execution of the ordinary capital increase for the Relief Business Combination as proposed by the Board of Directors. The proposal received a broad support with 99.13% of the votes cast.
The shareholders approved further amendments to the Articles of Association as proposed by the Board of Directors, to reflect recent changes in legislation.
In binding votes, the shareholders approved a total compensation of the members of the Board of Directors for the period from yesterday’s AGM until the annual general meeting 2017 of CHF 200’000 (both fixed and variable compensation, including stock options and others) and a total remuneration of the members of the Executive Committee for the financial year 2017 of CHF 2’000’000 (both fixed and variable compensation, including stock options and others) as proposed by the Board of Directors. Furthermore, the shareholders approved the compensation report 2015 in a consultative vote.
The shareholders approved with an overwhelming majority the re-election of Mr. Raffaele Petrone as member of the Board of Directors for a one-year mandate and furthermore elected Antonino Amato, Dr. Raghuram Selvaraju, Dr. Michel Dreano, and Peter de Svastich as new members of the Board of Directors for a one-year term. Dr. Raghuram Selvaraju was elected as new Chairman of the Board of Directors for a term of office until the end of the next annual general meeting.
The shareholders also approved with a vast majority the election of Mr. Raffaele Petrone and Dr. Michel Dreano as new members of the Compensation Committee for a term of office until the end of the next annual general meeting.
The shareholders approved to elect Cyrill Littmann as new independent proxy holder of the Company for a term of office until the end of the next annual general meeting.
In addition, the shareholders approved to re-elect PricewaterhouseCoopers AG, Zurich, as auditors of the Company for a term of office until the end of the next annual general meeting.
Immediately after the AGM, the newly elected Board of Directors of THERAMetrics holding AG constituted itself and appointed Mr. Raffaele Petrone as its Vice-Chairman and Dr. Raghuram Selvaraju as Investor Relator. Also, the Board of Directors adopted new Organizational Regulations of the company.
Furthermore, the Board of Directors appointed Mr. Gaël Hédou, Dr. Michel Dreano, Dr. Yves Sagot as members of the Executive Committee in addition to Timothy Snyder, who remains CFO, and Raffaele Petrone, who remains CEO, and Dr. Dorian Bevec. Former Executive Committee members Walter Cristelli, Fulvio Citaredo and Marco Grenningloh no longer hold positions in the management of THERAMetrics holding AG.
Dr. Michel Dreano was appointed as Chairman of the Compensation Committee. Dr. Raghuram Selvaraju and Mr. Peter de Svastich were appointed new members of the Audit Committee, with Mr. de Svastich as its Chairman.
Therametrics holding AG is a drug development company with a portfolio drug candidates focussing on clinical stage projects of natural human original (peptides and small proteins). Its most promising drug candidate is Aviptadil, which has indication for Sarcoidosis and Acute Lung Injury among others. The company is listed on the SIX Swiss Exchange under the symbol TMX and is headquartered in Stans, Switzerland.
Relief is a clinical stage biotechnology company incorporated in May 2013 by three former employees of Merck KGaA, Darmstadt, Germany. The company will develop innovative treatments to address high unmet medical needs. Its most advanced program aims at providing a cure for the affections associated with degeneration of the peripheral nervous system (neuropathy). The rights to the intellectual property and its global commercialization were secured from Merck KGaA, Darmstadt, Germany in a licensing agreement dated August 2015.
GEM (www.gemny.com) founded in 1991 is a USD 3.4 billion investment group having completed 370 transactions in 70 countries. GEM is an alternative investment group that manages diverse investment vehicles worldwide with different degrees of operational control, risk-adjusted return and liquidity profile. Our funds and investment vehicles provide GEM and its partners with expo-sure to: Small-Mid Cap Management Buyouts, Private Investments in Public Equities (PIPEs) and select venture investments. GEM’s funds include: CITIC-GEM Fund (matured in December 2015), Kinderhook Industries (GP and LP non-voting stakes), GEM Global Yield Fund LLC SCS, GEM India and VC Bank/GEM Mena Fund (GEM exited both its GP and LP stakes in these funds in 2015 and 2010).
Press Area – Società & Servizi srl
Dr. Raghuram Selvaraju
T. +41 (0)44 723 59 59
This communication expressly or implicitly contains certain forward-looking statements concerning THERAMetrics 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 THERAMetrics holding AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. THERAMetrics 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.