Bulletin from Moberg Pharma’s Extraordinary General Meeting 15 March 2019
STOCKHOLM, March 15th, 2019. Moberg Pharma AB (publ) (“Moberg Pharma” or the “Company”) (OMX: MOB) today held an Extraordinary General Meeting in the Company’s premises in Bromma. The Extraordinary General Meeting resolved as set out below.
Approval of the transaction
The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, to approve the sale of the entire share capital in the Company’s subsidiary, MPJ OTC AB, and all of the units in Moberg Pharma North America, LLC, including the Company’s entire global consumer health business comprising both direct and distributor sales under the over-the-counter brands Kerasal®, Kerasal Nail®, New Skin®, Dermoplast®, Domeboro®, Emtrix® and Zanmira®, and all assets and liabilities related to such business to RoundTable Healthcare Partners and Signet Healthcare Partners on the terms further described in the Board of Directors’ proposal (the “Transaction”).
Conversion of the Company’s financial year
The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, to convert the Company’s financial year from calendar year to broken financial year, 1 July–30 June and to make thereto related amendments to the articles of association, whereby the last day of the current financial year will be 30 June 2019.
Instating of a new share class
The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, to introduce a new share class; series B shares and to make thereto related amendments to the articles of association. The series B shares will, under certain conditions as stated in the articles of association, be redeemable at the quota value and convertible into ordinary shares, but will otherwise have the same rights as the Company’s ordinary shares.
Authorization to issue redeemable and convertible series B shares
The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to on one or several occasions before the next Annual General Meeting, resolve to issue new redeemable and convertible series B shares, with deviation from the shareholders’ pre-emptive rights on the terms further described in the Board of Directors’ proposal.
Authorization to issue warrants
The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to on one or several occasions before the next Annual General Meeting, resolve to issue warrants, with deviation from the shareholders’ pre-emptive rights on the terms further described in the Board of Directors’ proposal.
Election of Andrew B. Hochman as member of the Board of Directors
The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, that the Board of Directors shall have six members and to elect Andrew B. Hochman as ordinary member of the Board of Directors for a period from and including the day when closing of the Transaction has occurred, until the end of the next Annual General Meeting.
For additional information, please contact:
Peter Wolpert, CEO, phone: Sweden: +46 707 35 7135, US: +1 908 432 2203, e-mail: peter.wolpert@mobergpharma.se
Anna Ljung, CFO, phone: +46 707 66 6030, e-mail: anna.ljung@mobergpharma.se
About this information
This information is information that Moberg Pharma AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the contact persons set out above, at 5.00 p.m. (CET) on March 15th, 2019.
About Moberg Pharma, www.mobergpharma.com
Moberg Pharma AB (publ) is a rapidly growing Swedish pharmaceutical company with OTC sales operations in the U.S. and a distributor network in more than 30 countries. The company’s portfolio includes the OTC brands Kerasal®, Kerasal Nail®, New Skin®, Dermoplast®and Domeboro®. Kerasal Nail®(Emtrix®, Zanmira®or Nalox™ in certain markets) is a leading OTC treatment of nail disorders in the U.S., Canada as well as in several markets in EU and Southeast Asia. The company is growing organically as well as through acquisitions. Internal development programs focus on innovative drug delivery of proven compounds and include two assets in late-stage clinical development, MOB-015 (onychomycosis) and BUPI (pain management in oral mucositis). Moberg Pharma has offices in Stockholm and New Jersey and the company’s shares are listed on the Small Cap list of the NASDAQ OMX Nordic Exchange Stockholm (OMX: MOB).
Tags: