Basilea's Board proposes Martin Nicklasson to succeed Chairman Werner Henrich and recommends to shareholders that they do not

Basilea's Board proposes Martin Nicklasson to succeed Chairman Werner Henrich 
and recommends to shareholders that they do not support the
request for a capital distribution at this time 
BASEL, SWITZERLAND -- (Marketwire) -- 03/07/13 --  Basilea
Pharmaceutica AG / Basilea's Board proposes Martin Nicklasson to
succeed Chairman Werner Henrich
and recommends to shareholders that
they do not support the request for a capital distribution at this
time . Processed and transmitted by Thomson Reuters ONE. The issuer is
solely responsible for the content of this announcement. 
Basilea Pharmaceutica Ltd. (SIX: BSLN) released today the agenda for
its April 9, 2013 Annual General Meeting (AGM). 
The Basilea Board of Directors proposes Dr. Martin Nicklasson as
designated non-executive Chairman of the Board of Directors to succeed
Werner Henrich whose
term will end at the upcoming AGM. Mr. Henrich
will not stand for re-election as he will reach the statutory age
limit for board members in 2013. 
Dr. Martin Nicklasson proposed for election to the Basilea Board of
Directors 
Dr. Nicklasson is a high-profile pharmaceutical business professional
with longstanding operational and board experience. He was born in
1955, is a Swedish
citizen and holds a PhD in pharmaceutical
technology from the University of Uppsala, Sweden. He is Associate
Professor at the Department of Pharmaceutics,
University of Uppsala.
Dr. Nicklasson has held numerous leadership and executive
positions
in commercial operations and drug development at AstraZeneca
Plc.,
including as a member of its Executive Committee. He was the
President and CEO
of Biovitrum AB and Swedish Orphan Biovitrum AB,
one of Europe's largest specialty pharma companies focusing on rare
diseases. Dr. Nicklasson serves as a member on the boards of a number
of biotech companies in Europe and the USA. 
Immediate capital distribution considered not to be prudent 
HBM Healthcare Investments (Cayman) Ltd. has requested that Basilea
include a
proposal on the upcoming AGM agenda to distribute to its
shareholders CHF 5.00
per share for a total of approximately CHF 48
million from capital contribution
reserves. Basilea's Board of
Directors recommends that shareholders do not support the proposal at
this time. 
The Board supports a capital distribution to shareholders in
principal but considers the proposed timing not to be prudent given
the significant milestones
ahead for the Company this year and the
need for financial flexibility to allow
the Board and Management to
optimize the value of the Company for all shareholders: 
* First phase 3 results of isavuconazole for the treatment of
life-threatening 
fungal infections in transplant and cancer
patients are expected in the     second half of 2013. If Basilea
reaches its isavuconazole development and 
regulatory milestones
it is eligible for milestone payments, however, the 
vast majority
of the milestones are not anticipated in the short term. 
* Ceftobiprole may be granted a marketing authorization in Europe
for the     treatment of severe pneumonia in the hospital. The
Company is aiming at     partnering the drug to optimize its
commercial value worldwide, including 
emerging markets such as
China. Having less funds available would make it 
more difficult
for Basilea to implement certain partnering structures that 
could
maximize the value of ceftobiprole. 
* Phase 1 results of the innovative antibiotic BAL30072 to treat
multidrug-resistant Gram-negative infections and of the cancer
compound BAL101553 for     the treatment of resistant tumors are
anticipated to be available. Both drug 
candidates are unique and
highly differentiated from current therapies and 
other drugs in
development. Paying out cash now may deprive the Company of 
financial resources to appropriately fund its early-stage pipeline,
which is     the basis for continued value creation and growth, and
may lead to delays or     even discontinuation of promising projects. 
Financial flexibility needed to achieve milestones and create value
for all shareholders 
A distribution of capital at this time may unduly limit the
flexibility of Basilea to achieve its critical milestones. These
milestones may be transformational for the Company on its path to
reach sustained profitability. 
The Board and Management have successfully repositioned the Company
and created
value through transactions as demonstrated through its
most recent Toctino(R)
transaction. The Company will continue to seek
partnerships, specifically for
ceftobiprole and its phase 1 drug
candidates, to optimize the value of its drug
candidates. It believes
that it can continue to create value with the capital it has raised
through this and other transactions and limiting this
flexibility
could force the Company into less attractive deal
structures with less value
retained for all shareholders. 
Basilea is focused on achieving its milestones in 2013. Further, the
Company is stringently managing its financial resources to achieve
these milestones that,
if achieved, can create significant value for
the Company and all of its shareholders. 
The full AGM agenda is included below and will be duly published in
the Swiss
Official Gazette of Commerce. It is also available on
http://www.basilea.com/Investor-Relations/Investors-calendar. 
Indicatively, if HBM's proposal is approved, payment would be made on
June 21, 2013. The last trading day with entitlement to participate in
the distribution would be April 10, 2013. As from the ex-date of April
11, 2013,
shares would be traded without the right to participate in
the distribution. 
About Basilea 
Basilea Pharmaceutica Ltd. is headquartered in Basel, Switzerland,
and listed on the SIX Swiss Exchange (SIX: BSLN). Through the fully
integrated research and
development operations of its Swiss
subsidiary Basilea Pharmaceutica International Ltd., the Company
focuses on innovative pharmaceutical products in the therapeutic
areas of bacterial infections, fungal infections and
oncology,
targeting the medical challenge of rising resistance and
non-response to current
treatment options. 
Disclaimer 
This communication expressly or implicitly contains certain
forward-looking statements concerning Basilea Pharmaceutica Ltd. and
its business. Such statements involve certain known and unknown
risks, uncertainties and other factors, which could cause the actual
results, financial condition, performance
or achievements of Basilea
Pharmaceutica Ltd. to be materially different from
any future
results, performance or achievements expressed or implied by
such
forward-looking statements. Basilea Pharmaceutica Ltd. is
providing this communication as of this date and does not undertake
to update any forward-looking statements contained herein as a result
of new information, future
events or otherwise. 
This press release can be downloaded from www.basilea.com. 
Invitation to the 2013 Ordinary General Meeting of Shareholders 
Basel, March 7, 2013 
Dear Shareholder, 
We invite you to the 2013 ordinary general meeting of shareholders of
Basilea
Pharmaceutica Ltd. ("Basilea" or "the Company") to be held on
Tuesday, April
9, 2013 at 2 p.m. (doors open at 1:30 p.m.) in the
"Auditorium" of the Hilton
Hotel, Aeschengraben 31, in Basel,
Switzerland. 
Agenda and Proposals 
1. Annual Report, Financial Statements and Consolidated Financial
Statements for 2012 
Proposal of the Board of Directors: 
Approval of the annual report, financial st
atements and consolidated
financial
statements for the business year 2012. 
2. Appropriation of the Results 
Proposal of the Board of Directors: 
Carry forward of accumulated deficit of CHF 2,447,655. 
3. Release of the Members of the Board of Directors and of Management 
Proposal of the Board of Directors: 
Release of the members of the Board of Directors and of Management. 
4. Election to the Board of Directors 
Proposal of the Board of Directors: 
Election of the following individual for a term of three years, i.e.
until the
ordinary general meeting of shareholders of 2016: 
The Board proposes Dr. Martin Nicklasson (born 1955, Swedish citizen)
as designated non-executive Chairman of the Board of Directors,
succeeding Mr. Werner Henrich. 
5. Election of the Statutory Auditors 
Proposal of the Board of Directors: 
Re-election of PricewaterhouseCoopers AG, Basel, as Statutory
Auditors for the
audit of the stand-alone and the consolidated
financial statements for the business year 2013. 
6. Distribution of approximately CHF 48 million to the Shareholders 
HBM Healthcare Investments (Cayman) Ltd. proposes that Basilea make a
distribution to its shareholders of CHF 5.00 per share (for a total
of approximately CHF 48 million) from reserve from capital
contributions. You may
find the precise wording of the proposal under
the explanations to the agenda
item (Ad agenda item 6). 
Explanations to the agenda items 
Ad agenda item 4 
The term of Mr. Werner Henrich, current Chairman of the Board, ends
at this year's ordinary general meeting of shareholders. In view of
the impending statutory age limit for board membership which he will
reach during 2013, Mr.
Henrich will not stand for re-election. 
In 2012, Mr. Claude Schreiner reached the statutory age limit for
board membership and thus does not stand for re-election. 
Dr. Martin Nicklasson (born 1955, a Swedish citizen) is a certified
pharmacist
and holds a PhD in pharmaceutical technology from the
University of Uppsala,
Sweden. He is Associate Professor at the
Department of Pharmaceutics, University
of Uppsala. Dr. Nicklasson
held a number of leadership positions in commercial
operations and
drug development within Astra and Kabi Pharmacia before
joining
AstraZeneca Plc. From 1999 to 2007 he held various Executive
Vice President positions at AstraZeneca Plc., and acted as a member
of the Executive Committee.
From 2007 to 2010, he was the President
and CEO of Biovitrum AB and Swedish Orphan Biovitrum AB, one of
Europe's largest specialty pharma companies focusing
on rare
diseases. He is currently a senior partner at Nicklasson Life
Science
AB, an independent consultancy and advisory company to the
pharmaceutical and
biotechnology sector. Dr. Nicklasson is member of
the board of Biocrine AB (Sweden), Pozen Inc. (USA), Oasmia AB
(Sweden) and chairman of the board of directors of Farma Holding AS
(Norway) and Orexo AB (Sweden). He is member of
the Royal Swedish
Academy of Engineering Sciences, the Royal Bachelors' Club (Sweden),
the Pharmaceutical Faculty Council of the University of Uppsala,
and
the Swedish Academy of Pharmaceutical Sciences. 
Ad agenda item 6 
HBM Healthcare Investments (Cayman) Ltd. ("HBM") proposes the
following: 
* transfer of an amount of CHF 47,938,105*, corresponding to CHF
5.00 per     share, from general reserves (from capital
contributions) to free reserves 
(from capital contributions); 
* distribution of CHF 47,938,105*, corresponding to CHF 5.00 per
share, to the     shareholders in cash, by reducing the free reserves
(from capital     contributions) and thus the additional paid-in
capital correspondingly     (without an amendment to the Articles of
Incorporation); 
* assertion of the presence of statutory auditors
PricewaterhouseCoopers AG, 
Basel, as officially supervised audit
firm and recognizing their opinion 
that confirms that despite the
distribution the claims of creditors are     fully covered; 
* authorization of the Board to determine the payment date of the
distribution 
herein resolved within a period not exceeding 75
days from the date of the 
shareholders' meeting. 
In the event the resolution is approved, the reserves of the Company
will change
as follows: 


 
+------------------------------------------------------------+---
---------+
|General reserve from capital contributions as of December   |            |
|31, 2012 before appropriation                               | 343,051,949|
+------------------------------------------------------------+------------+
|Appropriation to free reserve from capital contributions    | 47,938,105*|
+------------------------------------------------------------+------------+
|General reserve from capital contributions after            |            |
|appropriation                                               |295,113,844*|
+------------------------------------------------------------+------------+
|Free reserve from capital contributions before distribution | 47,938,105*|
+------------------------------------------------------------+------------+
|Distribution to shareholders from free reserve              | 47,938,105*|
+------------------------------------------------------------+------------+
|Free reserve from capital contributions after distribution  |           0|
+------------------------------------------------------------+------------+
*exact figure would change upon option exercises

 
Board position The Board recommends to shareholders that they do not
vote for the proposal of
HBM at this time. 
The Board and Management have successfully positioned Basilea to be
able to achieve significant value creating milestones in 2013: 
* Basilea and its partner Astellas expect to report key phase 3
data on     isavuconazole in the second half of 2013. Isavuconazole
has the potential to     become the leading azole for the treatment
of life-threatening invasive     fungal infections providing several
advantages over current therapies. 
* Basilea's broad-spectrum antibiotic ceftobiprole for the empiric
treatment 
of severe pneumonia and multidrug-resistant bacterial
infections in the     hospital setting has the potential to be
approved by European health     authorities this year. 
* Basilea's novel antibiotic BAL30072 for the treatment of
multidrug-resistant 
Gram-negative bacterial infections where
currently only limited treatment 
options are available and the
oncology drug BAL101553 for the treatment of 
tumors resistant to
current cancer therapies are planned to report phase 1     data this
year. 
Basilea is focused on achieving these milestones. Further, the
Company is stringently managing its financial resources to achieve
these milestones that,
if achieved, can create significant value for
the Company and all of its shareholders. The above mentioned
milestones will bring the Company closer to
profitability. 
It should also be of note that Basilea is not currently considering
any major
transaction prior to resolving the above milestones. 
The Company has been very successful in creating value through
transactions as
with its most recent Toctino(R) transaction. The
Company will continue to seek partnerships to optimize the value of
its drug candidates and believes that it
can continue to create value
with the capital it has raised through this and
other transactions. 
The Board supports a capital distribution to shareholders but it does
not consider an immediate capital distribution to be prudent given the
significant
milestones facing the Company and the need for financial
flexibility to allow
the Board and Management to optimize the value
of the Company for all shareholders. A distribution at this time may
result in limited financial flexibility to achieve the Company's
milestones and limited resources to continue funding the Company's
early-stage pipeline that is focused on identifying new medicines
overcoming drug resistance in the areas of anti-infectives and
oncology; an increasing medical need. 
The Board recommends to shareholders that they not vote for the
proposal of HBM
at this time but rather defer this decision until
after the Company has achieved
certain major milestones and leave the
Company with the financial flexibility to optimize the value of the
Company for all shareholders with the existing Company's capital. 
The Company continues to remain open to options that will optimize
the value of Basilea for all its shareholders and stakeholders. 
Right to Participate/Proxies 
Only shareholders and usufructuaries who as per March 28, 2013 are
recorded in
the share register with voting rights are entitled to
participate and exercise
their voting rights. 
No Trading Restriction on Shares: The registration of shareholders
for voting
purposes does not affect the trading of Basilea shares held
by registered shareholders before, during or after a general meeting. 
Admission cards can be ordered from the Share Transfer Office of
Basilea at SIX
SAG AG, Basilea Pharmaceutica Ltd., P.O. Box, 4609
Olten, Switzerland, by means
of the enclosed form "registration to
attend". 
Proxies: If you do not wish to attend the general meeting in person,
you can be represented by any other person, by Basilea or by the
Independent Representative, Dr. iur. Kilian Wunder, Attorney and
Notary, Steinenschanze 6, 4051 Basel, Switzerland, pursuant to
Article 689c of the Swiss Code of Obligations. The enclosed form
"registration to attend" can be used to grant a proxy as well as to
give voting instructions to the Independent Representative.
If the
Independent Representative does not receive written instructions for
some
or all of the proposals, including proposals that may be made at
the general
meeting, he will vote in favor of the Board of Directors'
proposals. If you are
represented by Basilea, your vote will be cast
in favor of the Board of Directors' proposals. Signed proxies left
blank will be deemed to be a mandate
to Basilea to vote in favor of
the Board of Directors' proposals. Proxies to
Basilea with other
instructions deviating from the Board of Director's proposals
will be
regarded as proxies to the Independent Representative and forwarded
to
the Independent Representative. 
Annual Report 2012: You will find enclosed a copy of our Annual
Report 2012,
which is also available on the internet at
www.basilea.com. From March 19, 2013, the Annual Report and the
reports of the Statutory Auditors, including
their opinion with
respect to agenda item 6, will be available for inspection by
shareholders at our Basilea offices. These reports can also be
obtained by shareholders upon request from the Corporate Secretary at
Basilea Pharmaceutica
Ltd., P.O. Box, 4005 Basel, Switzerland. 
Yours sincerely 
Basilea Pharmaceutica Ltd. Board of Directors 
Press release (PDF): http://hugin.info/134390/R/1683566/551033.pdf 
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(i) the releases contained herein are protected by copyright and    
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(ii) they are solely responsible for the content, accuracy and     
originality of the information contained therein. 
Source: Basilea Pharmaceutica AG via Thomson Reuters ONE 
[HUG#1683566] 
For further information, please contact:
Media Relations
Peer Nils Schroder, PhD
Head Public Relations &
Corporate Communications
+41 61 606 1102
media_relations@basilea.com 
Investor Relations
Barbara Zink, PhD, MBA
Head Corporate Development
+41 61 606 1233
investor_relations@basilea.com
 
 
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