Bulletin from Extraordinary General Meeting of Diamyd Medical AB
At today’s Extraordinary General Meeting of Diamyd Medical AB, a resolution was passed to approve the proposed restructuring of the Diamyd Group. The General Meeting approved the following resolutions:
Change of name to Mertiva AB
Diamyd Medical AB will be renamed Mertiva AB. The subsidiary Diamyd Therapeutics AB will assume the name Diamyd Medical AB.
Distribution of subsidiary
The shares in the subsidiary Diamyd Therapeutics AB (future Diamyd Medical AB) will be distributed to the shareholders. The subsidiary will own the Group’s diabetes operations and the holding in Periphagen Inc., and is capitalized at approximately SEK 50 million.
Three Series A shares in Diamyd Medical AB will carry entitlement to one Series A share in the subsidiary and three Series B shares in the Parent Company will carry entitlement to one Series B share in the subsidiary. If the shareholding in the Parent Company cannot be evenly divided by a factor of three, a proportion of one share in the subsidiary is received. Such proportions of shares will be added together to make up full shares and subsequently sold. The proceeds from this sale will be paid to the relevant shareholders via Euroclear Sweden AB.
The record date for entitlement to dividends is Thursday, April 25, 2013, meaning the final day of trading in the shares of the Parent Company Diamyd Medical AB, including the right to receive dividends in the form of shares in the subsidiary is April 22, 2013.
Reduction of share capital for repayment to shareholders and stock dividend
Shareholders are offered the opportunity to redeem shares in return for cash payment totaling approximately SEK 118 million. Each share carries entitlement to one redemption right and five redemption rights carry entitlement to the redemption of one share in return for a cash payment of SEK 20.
The record date for receiving redemption rights is Thursday, April 25, 2013, implying that the final date for trading in the share including the entitlement to receive redemption rights is April 22, 2013. The period of registration to request redemption is April 30 – May 21, 2013. Trading in redemption rights on NASDAQ OMX Stockholm will take place during the period April 30 – May 16, 2013.
If the share redemption offer is exercised in full, the share capital will be reduced by SEK 2,957,913. To avoid requiring the approval of the Swedish Companies Registration Office for the decision regarding the redemption of shares, a stock dividend will be implemented through which the share capital will be increased by the equivalent amount, SEK 2,957,913. The stock dividend will take place in the form of a transfer from unrestricted equity. No new shares will be issued.
Changes to the articles of association
The change of name to Mertiva AB is carried out by amending the articles of association. In addition, the General Meeting decided that all shares outstanding in the Parent Company will be of the same kind.
Reduction of the statutory reserve
The Parent Company’s entire statutory reserve, which totaled SEK 96,609,000 at August 31, 2012, will be transferred to a non-restricted reserve to be used in accordance with decisions to be taken at future General Meetings. The decision is conditional upon the Swedish Companies Registration Office or, in disputed cases, a civil court issuing permission for the reduction.
Election of new Board of Directors and Board fees
The newly elected Board members are Håkan Blomdahl (Chairman of the Board), Anders Essen-Möller (re-elected) and Tommy Israelsson.
The new Board of Directors will receive annual Board fees of SEK 200,000, of which the Chairman of the Board will receive SEK 100,000 and the other two members SEK 50,000 each.
This information is disclosed in accordance with the Swedish Securities Markets Act, the Swedish Financial Instruments Trading Act, or the requirements stated in the listing agreements.
Mertiva AB (publ)
Karlavägen 108, SE-115 26 Stockholm, Sweden.
E-mail: info@mertiva.com. Reg. no: 556530-1420
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