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Speedel Holding AG CONFERENCE CALL TODAY AT 14.00 CET
Basel/Switzerland, 21 July 2008
Speedel Holding Ltd. (SWX: SPPN) today announced that the Board of Directors has discussed the issues raised by the tender offer of Novartis for all Speedel shares, launched on 10 July 2008, and has taken the following preliminary decisions:
Following a respective formal request from Novartis, the Board of Directors of Speedel has decided to register all shares acquired by Novartis on 9 July 2008. The Board is welcoming Novartis and will be cooperating fully with the new majority shareholder.
The Board has not yet taken a position on the recommendation to shareholders to the public tender offer launched by Novartis. The Board has installed a special committee for the tender offer process initiated by the pre-announcement by Novartis last Thursday. This Special Committee will be chaired by Dr Fritz Kunz, with further members being Dr Ernst Schweizer and Prof Michel Burnier. The Special Committee engaged Merrill Lynch to provide the company with a fairness opinion on the offer pre-announced by Novartis. Thereafter, the Special Committee will issue the Board's recommendation to the shareholders of Speedel. At this point in time, the Special Committee expects such recommendation to be published at the latest together with the formal tender offer by Novartis, currently expected on or around 11 August 2008.
Furthermore, the Board has accepted the resignation offered by Dr Alice Huxley, Chief Executive Officer, of Speedel, with immediate effect. Dr Alice Huxley will remain available to the company on an as-needed basis until the end of 2008. She also resigns from the Board of Directors with immediate effect. The Board of Directors has also taken notice of the resignation with immediate effect of Board members Ralf Rosenow and Dr Marius Sutter. Members of the Board of Directors and of the executive management team will assume leadership and ensure a smooth transition for Speedel's integration into Novartis. The future management set-up for Speedel will be defined together with Novartis later in the integration process. The Novartis integration team will be lead by Dr Andrin Oswald, designated by Novartis to become the future CEO of Speedel.
Finally, and also upon a respective formal request by Novartis, the Board has decided that an Extraordinary General Meeting (EGM) will be held on 14 August 2008 in Basel, Hilton Hotel. Items on the agenda will be new appointments to the Board of Directors of Speedel. The invitation to such EGM together with the final agenda and the respective proposals by the Board will be published and sent to the shareholders in due course.
Dr Fritz Kunz, Chairman, stated: "At the meeting end of last week, Speedel's Board of Directors has carefully assessed the current situation and its obligations to all shareholders, and taken the appropriate decisions. The creation of the Special Committee to deal with the public tender offer process ensures independent and objective decisions by our company free of any potentially conflicting interests. Meanwhile, Speedel has also had first high level discussions with Novartis. While we continue to work on the various R&D programs as planned we are initiating the discussions related to the integration of the company into Novartis. We understand that Novartis is interested in Speedel's workforce as the carrier of extensive know-how related to Speedel's business and research and development programs." Dr Kunz continued: "We also express our sincere thanks to Dr Alice Huxley. Together with a strong team she has built a company out of a daring idea, thanks to a rare combination of scientific skills, strong will and persistence."
On 9 July 2008 five major shareholders of Speedel sold their shares to Novartis for CHF 130 per registered share. Novartis, holding a stake of 61.4% in Speedel on 10 July 2008, has announced its intention to launch a public tender offer to the shareholders of Speedel for CHF 130.00 per share. Pursuant to the pre-announcement of the tender offer, full details of the offer are expected to be disclosed approx. in the week of 11 August 2008.
Conference Call At 14:00 CET / 13:00 UK time / 08:00 EST today, 21 July 2008, the company will host a conference call hosted by Dr Fritz Kunz; Dr Ernst Schweizer and Konrad Wirz which may be joined using the following telephone numbers:
A replay of the conference call will be accessible on the company's website for the following 4 weeks.
About Speedel Speedel is a public biopharmaceutical company that seeks to create value for patients, partners and investors by developing innovative therapies for cardiovascular and metabolic diseases. Speedel is a world leader in renin inhibition, a promising new approach with significant potential for treating cardiovascular diseases. Our lead compound SPP100, Aliskiren Rasilez/ Tekturna[1]) the first-in-class direct renin inhibitor, was in-licensed from Novartis in 1999 and licensed-back to Novartis Pharma in 2002 for further development and commercialisation; SPP100 was approved by the FDA in the US in March 2007, and by the EMEA in the EU in August 2007. Our pipeline covers four different modes of action, and in addition to SPP100, includes SPP301 (an endothelin receptor A antagonist) in Phase II, SPP200 (a direct thrombin inhibitor) in Phase II, the next generation renin inhibitors SPP635 (in Phase Il), SPP1148 and SPP676 (both in Phase I) and several pre-clinical projects, including SPP2475 (aldosterone synthase inhibitor). Speedel develops novel product candidates through focused innovation and smart drug development from lead identification to the end of Phase II. We either partner with big pharma for Phase III and commercialisation in primary-care indications, or we may ourselves complete Phase III development in specialist indications. Candidate compounds for development and the company's intellectual property come from our late-stage research unit Speedel Experimenta and from in-licensing. Our team of approximately 80 employees, including over 30 experienced pharmaceutical scientists, is located at our headquarters and laboratories in Basel, Switzerland and at offices in New Jersey, USA and Tokyo, Japan. Speedel was founded in 1998 as a private company. In September 2005 the company's shares were listed on the SWX Swiss Exchange under the symbol SPPN. Further information is available at www.speedel.com.
Forward looking statements This press release includes forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are based on our current expectations and projections about future events. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The word "may" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations described in these forward-looking statements and you should not place undue reliance on them. There can be no assurance that actual results of our research and development activities and our results of operations will not differ materially from these expectations. Factors that could cause actual results to differ from expectations include, among others: our or our partners' ability to develop safe and efficacious products; our or our partners' ability to achieve positive results in clinical trials; our or our partners' ability to obtain marketing approval and market acceptance for our product candidates; our ability to enter into future collaboration and licensing agreements; the impact of competition and technological change; existing and future regulations affecting our business; changes in governmental oversight of pharmaceutical product development; the future scope of our patent coverage or that of third parties; the effects of any future litigation; general economic and business conditions, both internationally and within our industry, including exchange rate variations; and our future financing plans.
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For further information please contact:
Martin Meier-Pfister Speedel Hirschgässlein 11 CH - 4051 Basel Switzerland
T +41 (0) 61 206 40 00 D +41 (0) 61 206 40 90 F +41 (0) 61 206 40 01 www.speedel.com
