Summons to Extraordinary General Meeting of Diamyd Medical AB
STOCKHOLM -- October 08, 2012
The shareholders of Diamyd Medical AB (publ) (STO:DIAMB)(Pink Sheets:DMYDY)
are hereby summoned to an Extraordinary General Meeting on Tuesday October 30,
2012 at 3.00 p.m. in Hagaparken, Garnisonen Konferens, at Karlavägen 100 in
Shareholders who wish to attend the meeting must be recorded in the register
of shareholders held by Euroclear Sweden AB by Wednesday October 24, 2012, and
must also notify Diamyd Medical of their intention to attend the Meeting by
mail to Diamyd Medical, Karlavägen 108, SE-115 26 Stockholm, by e-mail to
firstname.lastname@example.org or on the Company's website, www.diamyd.com not
later than Thursday October 25, 2012. The notification must state the
shareholder's name, address, telephone number, personal identity number or
company registration number, registered shareholding and the name of any
shareholder´s representative. Shareholders whose shares are registered in
custodial accounts must ask the custodian to temporarily register the shares
in the shareholder's name (registration of entitlement to vote) to obtain the
right to participate in the Extraordinary General Meeting. The shares must be
registered not later than October 24, 2012.
1. Opening of the meeting and election of Chairman.
2. Establishment and approval of the register of voters.
3. Approval of the agenda.
4. Election of one or two persons to certify the minutes.
5. Verification of whether the Extraordinary General Meeting has been duly
6. Resolution on the divestment of U.S. subsidiary, Diamyd, Inc.
7. Closing of the meeting.
Election of Chairman of the meeting (item 1)
The Board proposes that attorney Erik Nerpin be elected Chairman of the
Approval of the Board's resolution on the divestment of the U.S. subsidiary,
Diamyd, Inc. (item 6)
Diamyd Medical AB has on October 5, 2012, subject to approval of the
Extraordinary General Meeting, entered into an agreement with Periphagen
Holdings, Inc. to sell all shares in Diamyd Medical AB's wholly owned
subsidiary Diamyd, Inc.
Periphagen Holdings, Inc. is a Pittsburgh-based company owned by members of
the management of Diamyd, Inc. Under the agreement, in addition to the shares
in Diamyd, Inc., Periphagen Holdings, Inc. assumes the intellectual property
rights to the patented Nerve Targeting Drug Delivery System (NTDDS)
technology, and all costs and revenues related to the business from September
1, 2012. Under the agreement, Diamyd Medical receives certain rights to use
the NTDDS technology for the treatment of diabetes and pancreatitis.
The purchase price consists of a 10 percent ownership in Periphagen Holdings,
Inc. and a cash component of one (1) USD. Diamyd Medical also receives a claim
on Diamyd, Inc. of USD 1 million with a 15 year duration. Furthermore, Diamyd
Medical may receive up to USD 9 million in milestone payments if certain
development results are achieved. In addition, Diamyd Medical will receive 10
percent of upfront payments and other payments Periphagen Holdings, Inc. may
receive from future partners, as well as royalties on future sales of NTDDS
The Board’s justification of the transaction is that the divestment of Diamyd,
Inc. reduces Diamyd Medical’s costs with immediate effect and that it means
Diamyd Medical does not finance further development of the NTDDS platform,
with its associated costs and risks, whilst the right to share in any future
successes of the NTDDS platform remains. The divestment has no other material
impact on the Company's financial position or results.
The Board proposes that the Extraordinary General Meeting approves the
agreement to sell all shares in the subsidiary, Diamyd, Inc. to Periphagen
Periphagen Holdings, Inc. is owned by Darren Wolfe, David Krisky and James
Wechuck, all of whom are employees of Diamyd, Inc. The transaction is
therefore covered by the so-called Lex Leo, Chapter 16, of the Swedish
Companies Act. A resolution approving the sale of Diamyd, Inc. is subject to
approval of shareholders representing at least nine tenths of both the votes
cast and the shares represented at the meeting.
Grant Thornton has prepared a fairness opinion regarding the transaction.
Grant Thornton’s conclusion is that from a financial perspective the proposed
transaction is fair to the shareholders of Diamyd Medical AB.
At the time of the summons, there are 29,597,133 shares, made up of 1,437,876
shares of Series A (1 vote) and 28,141,257 shares of Series B (1/10 of a
vote). There are a total of 4,252,001.7 votes.
The Board’s complete proposed resolution of divestment and the fairness
opinion will be available at the Company’s offices as well as on the Company
website www.diamyd.com, from October 16, 2012, and will be sent to those
shareholders who so request.
Stockholm, October 2012
Diamyd Medical AB (publ)
The Board of Directors
About Diamyd Medical
Diamyd Medical was founded in 1996 and is active in the field of
pharmaceutical development. Diamyd Medical is headquartered in Stockholm,
Sweden. The Company’s development project within the area of diabetes consists
of the protein GAD65 for the treatment and prevention of autoimmune diabetes.
A Swedish researcher-initiated Phase II study is ongoing to evaluate whether
GAD65 can prevent type 1 diabetes in children who are at high risk of
developing the disease. The Company’s development projects for the treatment
of chronic pain and neuropathy uses the patented NTDDS (Nerve Targeting Drug
Delivery System) platform to administer therapeutic agents directly to the
nervous system. The NTDDS platform is being divested.
Diamyd Medical also has holdings in the companies Protein Sciences Corporation
(USA) and Mercodia AB (Sweden).
Diamyd shares are listed on Nasdaq OMX (segment Small Cap) in Stockholm
(ticker: DIAM B) and on OTCQX in the US (ticker: DMYDY) administered by the
Pink OTC Markets and the Bank of New York Mellon (PAL). Further information is
available on the Company’s website: www.diamyd.com.
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.
Diamyd Medical AB (publ) Karlavägen 108, SE-115 26 Stockholm, Sweden. Phone:
+46 8 661 00 26, Fax: +46 8 661 63 68 E-mail: email@example.com. Reg. no:
This information was brought to you by Cision http://www.cisionwire.com
Diamyd Medical AB
President and CEO
Phone: +46 8 661 00 26
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