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Helix Announces Shareholder Approval for the Sale of Its Rivex Pharma Division to Pharmascience and Other Results of Its Annual General and Special Meeting
|By Marketwired .
|January 24, 2013 06:13 PM EST
AURORA, ON -- (Marketwire) -- 01/24/13 -- Helix BioPharma Corp. (TSX: HBP) (FRANKFURT: HBP) ("Helix"), a biopharmaceutical company developing drug candidates for the prevention and treatment of cancer, announces that its Annual General and Special Meeting (the "Shareholder Meeting") was held today as scheduled.
At the Shareholder Meeting, Helix received approval of 100% of the votes cast by shareholders present, in person or by proxy, for the special resolution approving the sale of its Rivex Pharma division to Pharmascience Inc. ("Pharmascience") for gross cash proceeds of up to $8.5 million, subject to adjustment (the "Rivex Transaction").
Robert Verhagen, Chief Executive Officer, said of the result, "We are pleased that Helix's shareholders have provided such a strong endorsement of the Rivex Transaction. The transaction will enable Helix to focus its management and financial resources on its cancer therapeutics products, including its ongoing clinical trial with L-DOS47, a drug candidate for treatment of non-small cell lung cancer." The Rivex Transaction was initially announced by Helix via news release on December 10, 2012 and remains subject to certain customary closing conditions. The transaction is expected to close on January 25, 2013.
Shareholders approved the election of William B. White, Robert A. Verhagen, Mario Gobbo, Marek Orlowski, Slawomir Majewski, John A. Rogers and Slawomir Ludwikowski as directors at the Shareholder Meeting. Shareholders also approved a special resolution approving an amendment to Helix's Articles moving Helix's registered office to Ontario.
KPMG LLP, Chartered Accountants, were appointed as auditors. However, a significant percentage of proxies received prior to the Shareholder Meeting withheld from voting on the appointment of auditors. The board of directors expects to meet with shareholders in the near future to better understand the reasons for this action, and the board will take appropriate action based on these discussions with shareholders.
At a board meeting held after the Shareholder Meeting, the newly-elected directors considered the structure of the board and the composition of the board committees. Mr. Gobbo was appointed as Chair of the new board.
"It has been a privilege to serve as Chair over the last ten months," said Mr. White. "Now that the business has stabilized, it is time to work on the next phase of Helix's development. I look forward to continuing my work as a director on the board."
"I thank Bill for his leadership," said Mr. Gobbo, "and I look forward to working with the board and management on the development and funding of Helix's proprietary technologies."
About Helix BioPharma Corp.
Helix BioPharma Corp. is a biopharmaceutical company specializing in the field of cancer therapy. Helix is actively developing innovative products for the prevention and treatment of cancer based on its proprietary technologies. Helix's product development initiatives include its novel L-DOS47 new drug candidate and its Topical Interferon Alpha-2b. Helix is currently listed on the TSX and FSE under the symbol "HBP."
Forward-Looking Statements and Risks and Uncertainties
This news release contains certain forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws, including, but not limited to, those relating to the completion of the Rivex Transaction, including the satisfaction of the conditions to closing the Rivex Transaction and the anticipated timelines for completing the Rivex Transaction. Forward-looking statements, which may be identified by words including, without limitation, "will", "may", "subject", "expects", and other similar expressions, are intended to provide information about management's current plans and expectations regarding future operations.
Although Helix believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties that may cause actual results or events to differ materially from those anticipated and no assurance can be given that these expectations will be realized, and undue reliance should not be placed on such statements. Risk factors that could cause actual results or events to differ materially from the forward-looking statements include, without limitation, (i) that the Rivex Transaction is not completed on the anticipated timelines or at all; (ii) that the conditions precedent set forth in the Purchase Agreement, are not satisfied by either or both of Helix or Pharmascience, or waived, within the timelines required by the Purchase Agreement; (iii) changes in market, economic, industry or regulatory conditions; and (iv) those risks and uncertainties affecting the company as more fully described in Helix's most recent Annual Report, including under the headings "Forward-Looking Statements" and "Risk Factors", filed with the Canadian Securities Administrators under Helix's profile on SEDAR at www.sedar.com (together, the "Helix Risk Factors"). Certain material factors or assumptions are applied in making the forward-looking statements, including, without limitation, that the Helix Risk Factors will not cause Helix's actual results or events to differ materially from the forward-looking statements.
Forward-looking statements and information are based on the beliefs, assumptions and expectations of Helix's management on the date of this news release, and Helix does not assume any obligation to update any forward-looking statement or information should those beliefs, assumptions or expectations, or other circumstances change, except as required by law.
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