THE BIACORE BOARD PROPOSES A NEW LONG TERM INCENTIVE PROGRAM

Report this content

Uppsala, Sweden, April 4, 2006. The Board of Directors of Biacore International AB proposes that its shareholders resolve on a new Long Term Incentive Program. The shareholders will be asked to resolve on the plan at the Annual General Meeting to be held on May 4, 2006.

Biacore shareholders have previously approved long term incentive plans in the years 2000, 2001, 2002, 2003 and 2005. The Biacore Board of Directors is convinced that the continuation of annual long-term incentive programs is essential to motivate and reward employees for achievements that are aligned with the shareholders’ interest, as well as to attract and retain critical competence, which is of vital importance for the Company’s future development and creation of value. With the proposed Long Term Incentive Program, the Board of Directors wishes to promote the long-term financial development of the Company by offering key employees of the Biacore Group an incentive program which supplements the Company’s previous incentive programs and an opportunity to share a positive increase in the value of the Company. The Board of Directors’ proposal on an incentive program involves employee options which shall be granted to the CEO/President of Biacore International AB and other senior management persons and key employees within the Biacore Group on the following main terms: 1. The employee options shall be allocated free of charge. 2. The exercise price shall correspond to 115% of the market price of the Biacore share at the time of the issue, or the higher price following from the rule on limitation of appreciation below. 3. Each option awarded will be capped with a maximum appreciation of 250% above the original exercise price. 4. The right to exercise allotted employee options shall accrue annually by 1/3 per year during 2007-2009. 5. The employee options shall be possible to exercise up to and including May 16, 2011. 6. The employee options shall be subject to limitations in the right of disposition, which limitations include that the employee options may not be transferred. In order to secure delivery of shares under the option program, the Board of Directors proposes that the Annual General Meeting also resolves on the issue of 125,000 warrants to subscribe for new shares in Biacore. With deviation from the shareholders’ preferential right, a wholly-owned subsidiary shall have the right to subscribe for the warrants with a right and obligation to utilize the warrants for the purpose of securing the obligations according to the issued employee options. If all the warrants are exercised, the increase of Biacore’s share capital will amount to SEK 1,250,000. Calculated on the share capital and the number of votes after full exercise of outstanding employee options as of December 31, 2005, this corresponds to a dilution of approximately 1.2%. Based on the registered share capital and the number of votes, the cumulative dilution from all previous programs of outstanding employee options as of December 31, 2005 plus this newly proposed program will approximately correspond to 9.6%. The cost of the proposed program is constituted of mainly two parts, which will affect Biacore’s income statement: 1. The cost pertaining to the value of the incentive program, which, according to the Black & Scholes option pricing model and based on certain assumptions, has been estimated to approximately SEK 4.2 million unevenly distributed during three years. 2. Social security costs arising when employee options are exercised, which, assuming full exercise of options and assuming that the gap value of the market price of the underlying shares at the time when the employee options are exercised and the exercise price is SEK 100, has been estimated to approximately SEK 3.5 million (after deductions). Publication of the notice convening the Annual General Meeting will be made in a separate press release no later than April 6, 2006. The complete proposal of the Board of Directors will be available at Biacore’s website, www.biacore.com, as from April 20, 2006. __________ For further information please contact: Mr. Donald R. Parfet, Chairman of the Board, +1 269 349 8999 Mr. Anders Vedin, Member of the Board, +46 708 761 570 About Biacore Biacore is a global supplier of systems for protein interaction analysis, an area of increasing importance for scientists in the academic, pharmaceutical, biotechnology and diagnostic markets. The Company’s systems generate unique data on the interactions between proteins and other molecules, including small molecules such as drug candidates. During research, development and manufacture, these data give insights into protein functionality, elucidate disease mechanisms and play a key role in the critical decisions needed for efficient development and production of therapeutics. Biacore´s products are used in key areas such as antibody characterization, proteomics, lead characterization, immunogenicity, biotherapeutic development and production. The Company offers a range of products to meet specific application needs. Customers include leading life science research centers, all of the leading global pharmaceutical companies, and a large number of companies in the emerging biotechnology sector. Biacore also markets food analysis solutions, providing key manufacturers with a system and ready-to-use kits for the determination of food quality and safety. The Company has its own direct sales capability in the world’s key markets (United States, Europe, Japan, Australia) and a distribution network in Asia-Pacific. Biacore was founded in 1984 and is listed on the Stockholm Stock Exchange (SSE:BCOR). Biacore is a trademark of Biacore AB. Further information on Biacore can be found at: www.biacore.com

Documents & Links