Newron publishes agenda for Shareholder's meeting Milan, Italy - 9 November 2012 - Newron Pharmaceuticals S.p.A. ("Newron", SIX: NWRN), a research and development company focused on Central Nervous System (CNS) and pain therapies, announces the decision by its Board of Directors to call for a Shareholder's meeting, which will take place at Haus Zum Rueden, Zurich, on 5 December 2012, 11.30am CET. Items on the agenda will include: 1. Increase in the share capital, severable, up to nominal Euro 475.000,00, plus a premium, by issuance for payment and with exclusion of the option right pursuant to article 2441, paragraph 4, of the Italian civil code, of up to n. 2.375.000 ordinary shares of Newron Pharmaceuticals S.p.A. having a par value of Euro 0.20 each, to be subscribed via contribution in kind of shares of NeuroNova AB. 2. Revocation - in case of execution, even partial, by February 28, 2013, of the share capital increase to be subscribed via contribution in kind of shares of NeuroNova AB as described in paragraph 1 of this agenda - of the increase in the Company's share capital resolved by the shareholders' meeting on 28 June 2012, severable, with option right for the Company's current shareholders pursuant to Article 2441 of the Italian Civil Code, for payment, up to a maximum par value of Euro 400,000.00, of which a quarter of the newly issued ordinary shares to be offered to employees of the Company or its subsidiaries with exclusion of the option right pursuant to Article 2441, paragraph 8, of the Italian Civil Code. 3. Subject to the execution, even partial, within February 28, 2013, of the share capital increase to be subscribed via contribution in kind of shares of NeuroNova AB as described in paragraph 1 of this agenda, amendment of the number of the members of the Board of Directors from 6 up to 7, appointment of a director as proposed by NeuroNova AB current shareholders and determination of his relevant remuneration, in line with remuneration of current non executive directors. Rolf Stahel, Chairman of Newron, said: "I am delighted that we are able to submit the new agreement to acquire NeuroNova to our shareholders, which we believe has brought shareholders' support. We are encouraging our shareholders to register and vote at the upcoming meeting in Zurich." Stefan Weber, CEO of Newron, continued: "The acquisition strengthens Newron's development pipeline with two highly innovative compounds and brings additional funds in order to advance them to the next value creation point. At the same time, we will strengthen our shareholder structure, now with lower dilution to our existing shareholders." The full invitation, including detailed information for shareholders, will be available on the Company's website within short, see www.newron.com/shareholdersmeeting.html About Newron Pharmaceuticals Newron (SIX: NWRN) is a biopharmaceutical company focused on novel therapies for diseases of the Central Nervous System (CNS) and pain. The Company is headquartered in Bresso near Milan, Italy. Phase III trials of safinamide for the treatment of Parkinson's disease (PD) have recently been completed. Based on the phase III results of safinamide, Newron is working to expedite the global filing of the compound, together with its partners. Zambon Group has the rights to commercialise safinamide globally, excluding Japan and other key Asian territories, and Meiji Seika has the rights to develop and commercialise safinamide in Japan and other key Asian territories. Newron's additional projects are primarily addressed towards highly promising rare diseases and are at various stages of preclinical and clinical development, including sarizotane for Rett's syndrome, ralfinamide for specific pain indications, and NW-3509 as potential first add-on therapy for the treatment of schizophrenia. www.newron.com For more information, contact: Media Investors and analysts Italy Stefan Weber - CEO Phone: +39 02 6103 46 26 E-mail: firstname.lastname@example.org UK/Global media Stefan Weber - CEO Julia Phillips Phone: +39 02 6103 46 30 FTI Consulting E-mail: email@example.com Phone: +44 (0) 20 7269 7187 Switzerland Martin Meier-Pfister IRF Communications Phone: +41 43 244 81 40 Important Notices This document contains forward-looking statements, including (without limitation) about (1) Newron's ability to develop and expand its business, successfully complete development of its current product candidates and current and future collaborations for the development and commercialisation of its product candidates and reduce costs (including staff costs), (2) the market for drugs to treat CNS diseases and pain conditions, (3) Newron's anticipated future revenues, capital expenditures and financial resources, and (4) assumptions underlying any such statements. In some cases these statements and assumptions can be identified by the fact that they use words such as "will", "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", "target", and other words and terms of similar meaning. All statements, other than historical facts, contained herein regarding Newron's strategy, goals, plans, future financial position, projected revenues and costs and prospects are forward-looking statements. By their very nature, such statements and assumptions involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other outcomes described, assumed or implied therein will not be achieved. Future events and actual results could differ materially from those set out in, contemplated by or underlying the forward-looking statements due to a number of important factors. These factors include (without limitation) (1) uncertainties in the discovery, development or marketing of products, including without limitation negative results of clinical trials or research projects or unexpected side effects, (2) delay or inability in obtaining regulatory approvals or bringing products to market, (3) future market acceptance of products, (4) loss of or inability to obtain adequate protection for intellectual property rights, (5) inability to raise additional funds, (6) success of existing and entry into future collaborations and licensing agreements, (7) litigation, (8) loss of key executive or other employees, (9) adverse publicity and news coverage, and (10) competition, regulatory, legislative and judicial developments or changes in market and/or overall economic conditions. Newron may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements and assumptions underlying any such statements may prove wrong. Investors should therefore not place undue reliance on them. There can be no assurance that actual results of Newron's research programmes, development activities, commercialisation plans, collaborations and operations will not differ materially from the expectations set out in such forward-looking statements or underlying assumptions. Newron does not undertake any obligation to publicly up-date or revise forward looking statements except as may be required by applicable regulations of the SIX Swiss Exchange where the shares of Newron are listed. This document does not contain or constitute an offer or invitation to purchase or subscribe for any securities of Newron and no part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. Press release (PDF) Provider Channel Contact Tensid Ltd., Switzerland newsbox.ch Provider/Channel related enquiries www.tensid.ch www.newsbox.ch firstname.lastname@example.org +41 41 763 00 50
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Newron publishes agenda for Shareholder's meeting
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