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Biotie Therapies Oyj (HEL:BTH1V) BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 24 October 2008 at 8.50 a.m.
INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF BIOTIE THERAPIES CORP.
The shareholders of Biotie Therapies Corp. are invited to the Extraordinary General Meeting of Shareholders (the "EGM") convening on Friday 14 November 2008 at 10 a.m. at Mauno Koivisto Center, address Tykistökatu 6, Turku, Finland. The reception of those who have notified of their attendance will start at the meeting venue at 9:30 a.m.
MATTERS TO BE DEALT WITH IN THE GENERAL MEETING
Biotie Therapies Corp., elbion NV and elbion GmbH have on 24 October 2008 entered into a Combination Agreement according to which the businesses of Biotie and elbion GmbH would be combined so that upon closing of the transaction elbion GmbH would become a fully owned subsidiary of Biotie Therapies Corp. Pursuant to the Combination Agreement, the execution of such transaction entails issuing new shares and taking other measures which shall be at the discretion of the EGM. For implementing such measures, the Board of Directors of Biotie Therapies Corp. proposes that the following items shall be handled at the EGM:
1. Board of Directors' proposal to resolve on a issue of new shares
The Board of Directors proposes that the EGM shall resolve to issue new shares on the following terms and conditions:
(A) CONSIDERATION SHARES
(a) The Company issues 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.
(b) 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.
(c) 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.
(d) 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
(a) 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 shareholders of elbion NV.
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.
(b) 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.
(c) 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.
(d) 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. Board of Directors' proposal to authorise the Board of Directors to resolve on a share issue and granting of option and other specific rights entitling to the shares
The Board of Directors proposes that the EGM would authorise 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 would consist of up to 7,000,000 shares in the aggregate. A maximum of 819,000 own shares in the possession of the Company could be conveyed.
The authorisation would not exclude the Board of Directors' right to decide on a directed share issue. The authorisation is proposed to 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 could be used to create new share-based incentive schemes. The authorisation would be effective until 1 April 2010.
The Board of Directors would be 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 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 Board of Directors proposes that upon resolving to approve the authorisation, the EGM would resolve 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 Board of Directors proposes that the authorisation shall not supersede earlier authorisations.
3. Election of new Board members
The Company has been notified that the shareholders representing approximately 49 per cent of the Company's shares and voting rights will propose to the EGM that, in addition to the current members of the Board of Directors, three new members would be elected in connection with the transaction implemented through the exchange of shares. The new members of the Board of Directors would be Ann Hanham, Bernd Kastler and Christoph Schroeder.
Documents for the General Meeting of Shareholders:
The 2007 financial statements, the proposals of the Board of Directors and other documents required by the Companies Act will be available for the shareholders' inspection at the Company's head office, address Biotie Therapies Corp., Tykistökatu 6, FI-20520 Turku, Finland, and on the Company's website at www.biotie.com for one week prior to the General Meeting. Copies of the documents will be sent to shareholders on request.
Right to participate and notice of participation:
Shareholders, who have been entered ten days prior to the meeting, on 4 November 2008, as shareholders into the Company's shareholders' register kept by the Finnish Central Securities Depository Ltd, have the right to attend the EGM. Shareholders of the shares registered in the name of a nominee shall contact their account operators in order to be temporarily registered in the Company's shareholders' register on 4 November 2008 for the participation in the EGM.
Shareholders who wish to attend the EGM are requested to notify the Company of their attendance no later than on 10 November 2008 at 4 p.m. (Finnish time). The notification can be made by telephone to +358 2 2748 911, by e-mail to virve.nurmi@biotie.com or by mail to Biotie Therapies Corp./Virve Nurmi, Tykistökatu 6, FI-20520 Turku, Finland. In case of a proxy, this should be mentioned when notifying the Company of the attendance and the proxy is requested to be submitted prior to the end of the notification period to the aforementioned address.
Turku, 24 October 2008
Biotie Therapies Corp. Board of Directors
For further information, please contact: Timo Veromaa, President and CEO, Biotie Therapies Corp tel. +358 2 274 8901, e-mail: timo.veromaa@biotie.com www.biotie.com
DISTRIBUTION:
NASDAQ OMX Helsinki Main Media
APPENDIX
BOARD OF DIRECTORS' PROPOSALS TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 14 NOVEMBER 2008
1. Board of Directors' proposal to resolve on a issue of new shares
The Board of Directors proposes that the General Meeting of Shareholders shall resolve to issue new shares on the following terms and conditions:
(A) CONSIDERATION SHARES
(a) The Company issues 46,802,967 new shares for subscription.
(b) In deviation from the shareholders' pre-emptive subscription right referred to in chapter 9, section 3 of the Companies Act, the new shares shall be offered for subscription to elbion NV.
On 24 October 2008, the Company has signed an agreement regarding the acquisition of elbion GmbH, a wholly owned subsidiary of elbion NV, in accordance with which agreement the purchase price shall be paid through the issuance of new shares of the Company. 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.
(c) 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 account specifying the contribution in kind referred to in chapter 9, section 12, subsection 2 of the Companies Act is attached hereto as Appendix 1.
(d) The subscription price of the new shares shall be paid upon the subscription.
(e) The subscription period begins on 14 November 2008 and ends on 18 November 2008. The subscription shall be made to the subscription list provided by the Company.
(f) The party entitled to subscribe for the shares has the right and obligation to convey the contribution in kind, as described in item (c), as payment of the shares.
(g) The subscription price shall be recorded in the Company's share capital.
(h) 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
(a) The Company issues a maximum of 7,305,733 new shares for subscription.
(b) In deviation from the shareholders' pre-emptive subscription right referred to in chapter 9, section 3 of the Companies Act, the new shares shall be offered for subscription to certain shareholders of elbion NV.
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.
(c) 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.
(d) The subscription price of the new shares shall be paid upon the subscription pursuant to the more detailed instructions given by the Company.
(e) The subscription period begins on 14 November 2008 and ends on 18 November 2008. The subscription shall be made to the subscription list provided by the Company.
(f) The subscription price, in total a maximum of EUR 3.3 million, shall be recorded in the Company's share capital.
(g) 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.
(C) JOINT TERMS
(a) The Board of Directors shall resolve on other matters relating to the subscription of shares.
2. Board of Directors' proposal to authorise the Board of Directors to resolve on a share issue and granting of option and other specific rights entitling to the shares
The Board of Directors proposes that the General Meeting of Shareholders shall authorise the Board of Directors to resolve on the issuance of up to 7,000,000 shares through a share issue or granting of options or other special rights entitling to shares pursuant to chapter 10, section 1 of the Companies Act. The authorisations are proposed to be utilised in one or several issues. The Board of Directors may resolve to give either new shares or shares in the Company's possession. A maximum of 819,000 own shares in the possession of the Company may be conveyed.
The authorisation is proposed to include the right to deviate from the shareholders' pre-emptive subscription right. The authorisation is proposed to 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 share entitlements and possibly directing a share issue would exist. It is proposed that the authorisation could also be used to create new share-based incentive schemes. The authorisation is proposed to be effective until 1 April 2010.
The Board of Directors proposes that the Board would be 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 the payment period, determination grounds for the subscription price and subscription price or allocation of shares, options or other 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 Board of Directors proposes that upon resolving to approve this authorisation, the General Meeting of Shareholders would resolve 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 Board of Directors proposes that this authorisation shall not supersede earlier authorisations to issue shares or to grant option rights or other specific rights entitling to shares.
24 October 2008
Biotie Therapies Corp. The Board of Directors
ACCOUNT ON THE CONTRIBUTION IN KIND
As the account in accordance with chapter 9, section 12, subsection 2 of the Companies Act specifying the contribution in kind and the price covered by it, as well as the circumstances relevant to the valuation of the contribution and the methods of valuation, we state the following:
One (1) share of elbion GmbH representing the whole share capital of elbion GmbH shall be transferred to Biotie Therapies Corp. as contribution in kind.
The contribution in kind shall serve as consideration for the payment of the subscription price of 46,802,967 new shares in Biotie Therapies Corp. The subscription price of said shares is EUR 0.4517 per share.
The balance sheet value of elbion GmbH and the value of the technologies in comparison to the value of the technologies of Biotie Therapies Corp. have been the basis for the valuation of the contribution in kind. The present stage of the development projects and their probability of success, the future development costs of the projects, corresponding competing products that are on the market or under development, commercial circumstances as well as present licence agreements and other commercial agreements and possibilities to enter into new licence agreements and other commercial agreements have been taken into account when determining the value of the technologies of elbion GmbH.
Bioscience Valuation BSV GmbH has assisted the Company in the relative value assessment.
Biotie Therapies Corp. has carried out a financial, tax and legal due diligence review in elbion GmbH.
In Turku, 24 October 2008
Board of Directors
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