02.04.2009:
Zentiva N.V. - Results of Extraordinary General Meeting held on April 2, 2009
Prague, London, April 2, 2009 - Zentiva N.V. (“Zentiva” or the “Company”) is pleased to announce that it held its Extraordinary General Meeting (“EGM”) in Amsterdam today. The number of shares registered for, and present at, the EGM was 9 486 663 shares.
At the EGM, the following resolutions were duly adopted by the majority of votes present:
- To discharge Mr. Brad Wilson, Director B of the Company, from all liability in relation to the exercise of his duties until the date of his resignation (i.e. April 2, 2009).
- To discharge Mr. Johannes Scholts, Director B of the Company, from all liability in relation to the exercise of his duties until the date of his resignation (i.e. April 2, 2009).
- To discharge Mr. Jean-Michel Levy, Director B of the Company, from all liability in relation to the exercise of his duties until the date of his resignation (i.e. April 2, 2009).
- To appoint Ms. Laurence Debroux as Director B for the term starting on April 3, 2009 and expiring at the end of the day of the annual general meeting to be held in the year 2013.
- To appoint Mr. Bart Filius as Director B for the term starting on April 3, 2009 and expiring at the end of the day of the annual general meeting to be held in the year 2013.
- To appoint Ms. Belén Garijo as Director B for the term starting on April 3, 2009 and expiring at the end of the day of the annual general meeting to be held in the year 2013.
- To appoint Mr. Philippe Luscan as Director B for the term starting on April 3, 2009 and expiring at the end of the day of the annual general meeting to be held in the year 2013.
- To determine the remuneration for Ms. Laurence Debroux, Mr. Bart Filius, Ms. Belén Garijo, and Mr. Philippe Luscan, as presented to the Extraordinary General Meeting by the Board.
- To authorize the Board as per May 21, 2009 for a period of 5 years, to resolve on the issue, and grant of rights to subscribe for, shares up to the maximum number of shares available under the Company’s authorized share capital at present or at any time.
- To authorize the Board as per May 21, 2009 for a period of 5 years, to resolve to restrict or exclude the pre-emption rights allowed to shareholders by virtue of the law in respect of the issue of shares or the granting of rights to subscribe for shares in conformity with agenda item 7, but only regarding shares issued pursuant to a decision of the Board.
- To authorize the Board (a) for a period of 18 months from the date of this Extraordinary General Meeting, or, if earlier, until the date following the termination of the Company’s listing on the Prague Stock Exchange as referred to under (b) below, to acquire shares, on the stock market or otherwise, at a price between par value and the highest stock price, not exceeding CZK 1150 paid in the offer by Sanofi-Aventis Europe, up to a maximum number of shares in the Company's share capital within the limits of the law and the Articles of Association, at any time during this period; and (b) as per the date following the termination of the Company’s listing on the Prague Stock Exchange, for a period of 5 years, to acquire shares in the Company's share capital, at a price between par value and CZK 1150 paid in the offer by Sanofi-Aventis Europe, less dividends paid on the Company’s shares to date and subsequent to completion of the offer, as well as any returns of capital to the shareholders, up to a maximum number of shares in the Company's share capital within the limits of the law and the Articles of Association, at any time during this period.
IMPORTANT NOTICES
Forward-looking Statements
This document contains “forward-looking statements”. These forward-looking statements include all statements that are not historically known facts. They appear in a number of places throughout this document and include, but are not limited to, statements and underlying assumptions regarding Zentiva’s intentions, beliefs, projections, plans, objectives, estimates, and current expectations concerning, amongst other things, Zentiva’s results of operations, financial condition, liquidity, performance, prospects, growth, strategies, and the countries and industries in which Zentiva operates. Forward-looking statements are generally identified by the words "expects," "anticipates," "believes," "intends," "estimates," "plans" and similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, many of which are difficult to predict and generally beyond the control of Zentiva. Forward-looking statements are not guarantees of future performance, and the actual results of Zentiva’s operations, financial condition, liquidity, performance, prospects, growth, strategies, and the development of the countries and the industries in which Zentiva operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. Other than as required by applicable law, Zentiva does not undertake any obligation to update or revise any forward-looking information or statements.
Other Important Notices
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or global depositary shares in Zentiva, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision.
Recipients of this document, or any part or any copy of it, may not, directly or indirectly, take, or transmit into, or further distribute the document in, the United States, Canada, Australia, or Japan, or to any resident thereof. The distribution of this document in other jurisdictions may also be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of US, Canadian, Japanese, Australian or other securities laws.
Zentiva’s ordinary shares and global depositary shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the US except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
For the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA”), any potential invitation or inducement to engage in any investment activity included within this document (which Zentiva believes there is none) is directed only at (i) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the “Financial Promotion Order”); (ii) persons who fall within Articles 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order; and (iii) any other persons to whom this document for the purposes of Section 21 of FSMA can otherwise lawfully be made (all such persons together being referred to as “relevant persons”), and must not be acted on or relied upon by persons other than relevant persons. Any potential invitation or inducement to engage in any investment activity included within this document (which Zentiva believes there is none) is available only to relevant persons and will be engaged in only with relevant persons.
This document is published in both English and Czech version, however, only its English version should be considered the official one. Its Czech version is published solely for information purposes, and no representation is made and no warranty is given as to the accuracy of the Czech translation. Should there be any difference between the English and Czech version of this document, the English version shall always prevail.
NOTE FOR EDITORS
Zentiva N.V. is an international pharmaceutical company focused on developing, manufacturing and marketing modern generic pharmaceutical products. The Company has leading positions in the pharmaceutical markets in the Czech Republic, Slovakia, Romania, and Turkey and is growing rapidly in Poland, Russia, Bulgaria, Hungary, the Ukraine and the Baltic States. Zentiva’s strategy is to further this growth by increasing patient access to modern medicines through primary care providers within the EU and Eastern Europe. This growth will be based on further organic development of Zentiva’s existing business and through selective acquisitions, whilst maintaining profitable growth.
The Company addresses a wide range of therapeutic areas but has a particular focus on cardiovascular disorders, inflammatory conditions, pain, infections and diseases of the central nervous system and the gastrointestinal and urology fields.
The Zentiva Group employs almost 6,000 people and has production sites in the Czech Republic, Slovakia, Romania, and Turkey.
Zentiva is listed on the Prague and London Stock Exchanges.
You can download the press release (PDF file, 265 kB).
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