NOTICE OF EXTRAORDINARY GENERAL MEETING IN KARESSA PHARMA HOLDING AB (PUBL)
The shareholders of Karessa Pharma Holding AB (publ), org.nr 556942-1596 (the ”Company”), are hereby invited to the extraordinary general meeting on 18 December 2019 at 13.00 CET at Hamilton Advokatbyrå, Hamngatan 27, in Stockholm. Registration for the extraordinary general meeting will open at 12.45 CET.
RIGHT TO PARTICIPATE AND NOTICE OF ATTENDENCE
Shareholders who wish to participate in the extraordinary general meeting must:
- be recorded as a shareholder in the shareholder register maintained by Euroclear Sweden AB on 12 December 2019, and
- no later than 12 December 2019, give notice of attendance in the extraordinary general meeting under the address Karessa Pharma Holding AB, Lahällsvägen 48, 183 30 Täby, by telephone 08-768 22 33, or via e-mail to info@karessa.se.
Notification must include the shareholder’s name, personal identity number or corporate identity number and, if any, the number of assistants accompanying the shareholder (maximum two).
NOMINEE REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee must, in addition to giving notice of attendance, register their shares in their own names in the shareholder register (so called voting right registration) in order to be able to participate in the extraordinary general meeting. Such registration, which may be temporary, must be completed by 12 December 2019 and should be requested well in advance of this date to the nominee of the shares.
PROXY ETC.
If a shareholder intends to be represented by proxy, the proxy must be able to submit a written, dated and by the shareholder signed power of attorney to the meeting. The power of attorney must be submitted in original and shall not have been issued earlier than one year before the date of the meeting, if not a longer validity period (but not longer than five years) has been specified in the power of attorney. If the power of attorney is issued by a legal person, the proxy must also present a current registration certificate or equivalent authorisation document for the legal person. To facilitate entry, a copy of the power of attorney and other authorisation documents should be enclosed with the notification to the meeting.
PROPOSED AGENDA
- Opening of the extraordinary general meeting and election of chairman of the extraordinary general meeting
- Preparation and approval of the voting list
- Election of one or two persons to check and verify the minutes
- Determination of whether the extraordinary general meeting has been duly convened
- Approval of the agenda
- Resolution on approval of the merger plan
- Closing of the extraordinary general meeting
PROPOSED RESOLUTIONS
Item 6 – Resolution on approval of the merger plan
The Company’s and Klaria Pharma Holding AB (publ)’s boards of directors have jointly adopted a merger plan, dated 5 November 2019. The merger plan has been registered with the Swedish Companies Registration Office on 14 November 2019 and the registration was announced on 18 November 2019.
According to the merger plan, the merger shall be undertaken by way of absorption, with Klaria Pharma Holding AB (publ) as the absorbing company and the Company as the transferring company.
According to the merger plan, the exchange ratio for the merger consideration has been determined in such way that each share in the Company shall be exchanged for 0,6032 new shares in Klaria Pharma Holding AB (publ). The registration of the merger with the Swedish Companies Registration Office is conditional upon fulfilment of the conditions in the merger plan, e.g. that the extraordinary general meetings of the Company and Klaria Pharma AB (publ) approve the merger plan.
Through the Swedish Companies Registration Office’s registration of the merger, which is expected to occur not earlier than during the first quarter 2020, the Company will be dissolved and all of the Company’s assets and liabilities will be transferred to Klaria Pharma Holding AB (publ). Settlement of the merger consideration will take place following the Swedish Companies Registration Office’s registration of the merger.
The board of directors of the Company proposes that the extraordinary general meeting resolves to approve the merger plan.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The board of directors and the chief executive officer shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
DOCUMENTATION
The merger plan including attachments is available at the Company and on the Company’s website www.karessa.se.
A merger document – including, among other things, the merger plan, a description of the background and reasons to the merger, tax considerations for the shareholders as well as a description of the merged company – are available at the Company and the Company’s website www.karessa.se.
The documents will be sent free of charge to the shareholders who request it and provide their postal address.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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Stockholm in December 2019
Karessa Pharma Holding AB (publ)
The board of directors
This information is such information as Karessa Pharma Holding AB (publ) is obliged to make public pursuant to the Nasdaq First North Growth Market’s Rule Book. The information was submitted for publication, through the agency of the contact person set out above, at 20:00 CET on 3 December 2019.
For more information, please contact:
Mats Nilsson, VD Karessa Pharma Holding AB (publ)
Tel: +46-8-768 22 33
mats.nilsson@karessa.se
About Karessa Pharma Holding AB
Karessa is a Swedish pharmaceutical company with the goal of developing products based on a patented drug delivery platform with direct absorption of active substances from the oral cavity to the bloodstream. For more information, visit karessa.se. Certified Advisor: FNCA Sweden AB, info@fnca.se, +46-8-528 00 399.
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