Quarterly Report 2, Diamyd Medical AB (publ), fiscal year 2012/2013
(www.omxgroup.com ticker: DIAM B; www.otcqx.com ticker: DMYDY)
Reporting period December 1, 2012 – February 28, 2013
Group, including discontinuing operations
· Group net sales amounted to MSEK 0 (0.6)
· Loss before tax amounted to MSEK -6.2 (-4.2)
· Liquid assets and short term investments amounted to MSEK 367 (408) as of
Feb 28, 2013
First half year, September 1, 2012 – February 28, 2013
Group, including discontinuing operations
· Group net sales amounted to MSEK 0.1 (0.6)
· Loss before tax amounted to MSEK -8.0 (-7.7)
Significant events during the reporting period
· New Board members of Diamyd Medical AB
· Recombinant influenza vaccine from Protein Sciences received FDA approval
· Diamyd Medical announced plans for a new clinical study with the diabetes
vaccine Diamyd®
· At an Extraordinary General Meeting neither the Board's proposal regarding
redemption of shares and stock dividend, nor an alternative shareholder
proposal, reached the required majority
· Diamyd Medical’s major shareholders reached agreement and the requested
Extraordinary General Meeting, which was intended to address a proposal that
Diamyd Medical should enter into immediate liquidation, was cancelled
Significant events after the reporting period
· Diamyd Medical summoned to an Extraordinary General Meeting to, among other
things, resolve on the restructuring of the Diamyd Group, the distribution of
subsidiary and the reduction of share capital for repayment to shareholders
· Diamyd Medical was given observation status
CEO COMMENTS
The last few months have been very eventful for Diamyd Medical and its owners.
The previously submitted request for an Extraordinary General Meeting to
consider a proposed liquidation of Diamyd Medical AB was withdrawn following an
agreement between the major shareholders that take account of the request that
the lion share of the liquidity shall be distributed to the shareholders while
enabling the continued development of the diabetes vaccine Diamyd®. As a
consequence of the agreement the Board last week summoned to another
Extraordinary General Meeting of Diamyd Medical to resolve on several key issues
concerning the future of the company as well as the operations within diabetes.
The wholly owned subsidiary Diamyd Therapeutics AB will be distributed to the
shareholders and assume the mother company’s name, Diamyd Medical AB. This
company will retain a cash position of approximately SEK 50 million and own the
existing diabetes operations, including all rights to the diabetes vaccine
Diamyd®, as well as the holdings in the US gene therapy company Periphagen. The
shares in this new company will be listed and the company will have Series A
shares and Series B shares in the same manner that Diamyd Medical AB has today.
Following the distribution of the subsidiary to the shareholders it is proposed
that the remaining company, i.e. the current mother company Diamyd Medical AB,
is renamed Mertiva AB. Mertiva’s assets will comprise liquid assets and short
term investments amounting to more than SEK 300 million, and the holdings in the
US vaccine company Protein Sciences Corporation and the Swedish diagnostics
company Mercodia AB. All Series A shares in the company will be converted to
Series B shares and the major part of the liquid assets will be distributed to
the shareholders as soon as possible. As a first step almost SEK 120 million
will be distributed to the shareholders through a share redemption procedure
where every fifth share is redeemed for SEK 20.
The split-up of the companies provides a more distinct investment profile.
Mertiva AB, following the distribution of the liquid assets, will have as its
key asset a holding of about 8 percent in the privately held Protein Sciences.
The Mertiva share will be one of few listed securities in the world that offers
exposure to Protein Sciences. The company is in an exciting phase. At the
beginning of the year, they received FDA approval for the recombinant seasonal
influenza vaccine Flublok. So far, only a limited market launch has occurred,
but a full launch is planned in time for the 2013/14 influenza season.
The "new" Diamyd Medical AB will be a pure diabetes company and will initially
be focused on the continued development of the diabetes vaccine Diamyd®.
However, we will be open for new business opportunities in the area of diabetes.
The company has solid experience of drug development and access to international
medical expertise in the field of diabetes. Furthermore, in 2010 we entered into
one of Sweden’s largest-ever collaboration agreements in drug development with
the leading global pharmaceutical company Johnson & Johnson. Together with the
entrepreneurial spirit that has always characterized the company, we have the
potential to fulfill our vision – to be able to treat or prevent autoimmune
diabetes through vaccination with Diamyd® and the active substance GAD.
Stockholm, March 27, 2013
Peter Zerhouni
President and CEO Diamyd Medical AB
SIGNIFICANT EVENTS DURING THE REPORTING PERIOD
SEPTEMBER 1, 2012 – FEBRUARY 28, 2013
New Board members of Diamyd Medical AB. At the Annual General Meeting of Diamyd
Medical AB on December 6, 2012, Erik Nerpin and Jonas Jendi were elected as new
Board members. Anders Essen-Möller was re-elected as Chairman of the Board and
Maria-Teresa Essen-Möller was re-elected to the Board. The former Board members
Lars Jonsson, Joseph Janes and Christer Lindberg declined re-election.
Recombinant vaccine from Protein Sciences received FDA approval. The US Food and
Drug Administration approved Protein Sciences Corporation’s vaccine Flublok for
the prevention of seasonal influenza in adults 18 to 49 years of age. Diamyd
Medical holds about 8 percent of the shares in Protein Sciences Corporation.
Diamyd Medical announced plans for a new clinical study with the diabetes
vaccine Diamyd®. In the study Diamyd® will be tested in a unique combination
with other drugs, aiming to potentiate the effect of the diabetes vaccine.
Diamyd Medical has entered into an agreement with Linköping University to
conduct the researcher-initiated study and the study has been approved by the
Swedish Medical Products Agency.
At an Extraordinary General Meeting neither the Board's proposal regarding
redemption of shares and stock dividend nor an alternative shareholder proposal,
reached the required majority. The Extraordinary General Meeting on January 31,
2013 considered the Board’s complete proposal regarding redemption of shares and
stock dividend, including the Board’s and the auditors' opinions and statements
under the Companies Act, and the alternative proposal for the structure of the
redemption procedure by the shareholder Bertil Lindkvist. None of the proposals
regarding reduction of the share capital for repayment to shareholders reached
the required majority pursuant to the Companies Act. As a consequence, the
proposal regarding stock dividend lapsed.
Diamyd Medical’s major shareholders reached agreement and the requested
Extraordinary General Meeting, which was intended to address a proposal that
Diamyd Medical should enter into immediate liquidation, was cancelled. On
February 8, 2013, a group of shareholders, who claimed to represent 8,883,351
Series B shares in Diamyd Medical, submitted a request for an Extraordinary
General Meeting to among other things consider a proposal that Diamyd Medical AB
should enter into immediate liquidation. On February 18, 2013, it was announced
in a press release that a group of shareholders of Diamyd Medical AB,
representing a majority of the votes in the company, has reached an agreement to
distribute the parent company’s excess cash to the shareholders and to convert
all shares to series B shares with equal voting power. They have further agreed
that the shares in the subsidiary Diamyd Therapeutics AB shall be distributed to
the shareholders and that the subsidiary shall be capitalized with approximately
SEK 50 million. The company will have series A and series B shares in the same
manner as Diamyd Medical AB has today. The planned Extraordinary General Meeting
of Diamyd Medical AB was cancelled as a consequence of the agreement.
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
Diamyd Medical summoned to an Extraordinary General Meeting to, among other
things, resolve on the restructuring of the Diamyd Group, the distribution of
subsidiary and the reduction of share capital for repayment to shareholders. The
proposed resolutions to be considered at the Extraordinary General Meeting are
based on the agreement reached by a group of major shareholders in Diamyd
Medical AB, which was announced in a press release on February 18, 2013.
Diamyd Medical was given observation status. On March 21, 2013, Diamyd Medical
AB published a notice to attend Extraordinary General Meeting with information
regarding proposal to restructure Diamyd Medical and distribution of subsidiary.
The current rules of NASDAQ OMX Stockholm AB state that a listed company will be
given an observation if the company plans to make extensive change in its
business or organization so that the company upon an overall assessment appears
to be an entirely new company. NASDAQ OMX Stockholm AB therefore decided to give
observation status to the shares in Diamyd Medical AB.
*** To read the complete report, please visit www.diamyd.com, or see attached
PDF ***
For more information, please contact:
Peter Zerhouni, President and CEO Diamyd Medical AB. Phone: + 46 8 661 00 26
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: info@diamyd.com. Reg. no: 556530
-1420
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.
