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Biotie Therapies Oyj (HEL:BTH1V) BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE November 14, 2008, at 12.00
Resolutions of the Extraordinary General Meeting of Biotie Therapies Corp. held on November 14, 2008
The Extraordinary General Meeting of Biotie Therapies Corp. was held on November 14, 2008. The Meeting resolved to approve all proposals.
Biotie Therapies Corp. ("Biotie" or the "Company") has entered into an agreement with elbion NV on the acquisition of its fully owned subsidiary, elbion GmbH (the "Transaction"). To complete the Transaction, the Board of Directors of Biotie have proposed to the General Meeting of Shareholders of Biotie to be convened on 14 November 2008 that the General Meeting would resolve, in deviation from the shareholders' pre-emptive subscription right: (i) to offer 46,802,967 new shares (the "Exchange Shares") to be subscribed by elbion NV as consideration for one (1) share in elbion GmbH (the "Exchange Offer") and (ii) in connection with the Exchange Offer to offer up to 7,305,733 new shares to be subscribed by certain funds held or managed by Burrill & Company, TVM Capital and AGF Private Equity (the "Offer Shares", the "Offering") (the Offer Shares and the Exchange Shares together, the "Shares").
1. Issue of new shares
(A) CONSIDERATION SHARES
The Extraordinary General Meeting resolved to issue 46,802,967 new shares for subscription, in deviation from the shareholders' pre-emptive subscription right referred to in chapter 9, section 3 of the Companies Act, to elbion NV.
The issuance of the new shares to elbion NV will enable the completion of the acquisition through equity financing. Thus, from the Company's point of view there is a weighty reason for the deviation from the shareholders' pre-emptive right referred to in chapter 9, section 4, subsection 1 of the Companies Act.
The subscription price for the shares is EUR 0.4517 per share. The subscription price has been determined by calculating the trade weighted average of the Company's share price during the 20 trading days prior to and including 22 October 2008.
Instead of a cash payment, the subscription price for the shares shall be paid as contribution in kind by conveying the share capital of elbion GmbH, a wholly owned subsidiary of elbion NV.
The subscription price of the new shares shall be paid upon the subscription which shall take place between 14 November 2008 and 18 November 2008.
The subscription price shall be recorded in the Company's share capital. The subscriber is entitled to exercise the rights belonging to a shareholder in the Company once the new shares have been registered. Upon the registration with the Trade Register, the Company will apply for filing of the shares, subscribed through the share issue, to be listed for public trading on NASDAQ OMX Helsinki Ltd and traded equal to other series of shares of the Company.
(B) INSTITUTIONAL OFFERING SHARES
The Company issues a maximum of 7,305,733 new shares for subscription, in deviation from the shareholders' pre-emptive subscription right referred to in chapter 9, section 3 of the Companies Act, to certain funds held or managed by Burrill & Company, TVM Capital and AGF Private Equity.
Since the purpose of the directed new issue is to secure the financing of the working capital required by the new business entity formed through this exchange of shares in the short and medium term, there is a weighty financial reason for the Company for the deviation from the shareholders' pre-emptive subscription right referred to in chapter 9, section 4, subsection 1 of the Companies Act.
The subscription price for the shares is EUR 0.4517 per share. The subscription price has been determined by calculating the trade weighted average of the Company's share price during the 20 trading days prior to and including 22 October 2008.
The subscription price of the new shares shall be paid upon the subscription which shall take place between 14 November 2008 and 18 November 2008.
The subscription price, in total a maximum of EUR 3.3 million, shall be recorded in the Company's share capital. The subscriber is entitled to exercise the rights belonging to a shareholder in the Company once the new shares have been registered. Upon the registration with the Trade Register, the Company will apply for filing of the shares, subscribed through the share issue, to be listed for public trading on NASDAQ OMX Helsinki Ltd and traded equal to other series of shares of the Company.
2. Authorization to the Board of Directors to resolve on a share issue and granting of option and other specific rights entitling to the shares
The Extraordinary General Meeting authorised the Board of Directors to resolve on one or more share issues which contains the right to issue new shares or dispose of the shares in the possession of the Company and to issue options or other specific rights to the shares pursuant to chapter 10 of the Companies Act. The authorisation consists of up to 7,000,000 shares in the aggregate. A maximum of 819,000 own shares in the possession of the Company can be conveyed.
The authorisation does not exclude the Board of Directors' right to decide on a directed share issue. The authorisation can be used for material arrangements from the Company's point of view, such as financing or implementing business arrangements or investments or for other such purposes determined by the Board of Directors in which case a weighty financial reason for issuing shares, options or other specific rights and possibly directing a share issue would exist. Further, the authorisation can be used to create new share-based incentive schemes. The authorisation shall be effective until 1 April 2010.
The Board of Directors is authorised to resolve on all other terms and conditions of a share issue, options and other specific share entitlements as referred to in chapter 10, section 1 of the Companies Act, including resolving on the payment period, determination grounds for the subscription price and subscription price or allocation of shares, stock options or specific rights free of charge or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The Extraordinary General Meeting resolved to revoke the option program approved by the Annual General Meeting of Shareholders on 28 March 2008 and based on which program no option right have been allocated.
The Extraordinary General Meeting resolved that the authorisation resolved on at the meeting does not supersede earlier authorisations concerning share issues and granting of option and other specific rights entitling to the shares.
3. Election of new Board Members
In addition to the present members of the Board of Directors, the Extraordinary General Meeting elected Ann Hanham, Bernd Kastler and Christoph Schroeder to the Board of Directors.
Turku, November 14, 2008
Biotie Therapies Corp.
Timo Veromaa President and CEO
For further information, please contact:
Timo Veromaa, President and CEO, Biotie Therapies Corp. tel. +358 2 274 8900, e-mail: timo.veromaa@biotie.com
www.biotie.com
Distribution: NASDAQ OMX Helsinki Ltd. Main Media
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