Helix BioPharma Corp. Responds to Dissident Proxy Circular inConnection With the January 30, 2012 Shareholder Meeting
Helix BioPharma Corp. / Key word(s): Miscellaneous
23.01.2012 08:52
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AURORA, ON -- (Marketwire) -- 01/23/12 -- Helix BioPharma Corp.
('Helix' or the 'Company') (TSX: HBP) (NYSE Amex: HBP) (FRANKFURT:
HBP) today announced that it has responded to the proxy material (the
'Dissident Circular') that has been filed by a group of dissident
shareholders (the 'Dissident Group') which is being led by Andreas
Kandziora, a minority shareholder and a former agent of the Company,
and Zbigniew Lobacz, an insider of the Company who owns approximately
10% of Helix's issued and outstanding shares.
In the Dissident Circular, the Dissident Group has made claims that
are misleading, inaccurate and/or incomplete in many material
respects as described below. Quite simply, the Dissident Circular is
a blatant attempt to manipulate shareholders with misinformation.
As you read Helix's management information circular (the 'Management
Circular') and Letter to Shareholders (see below), and compare them
to the Dissident Group's version of events, it is clear that you, as
a shareholder of Helix, need to ask yourself three key questions:
Which group should you trust to work for you to create sustainable
value?
Which group truly has the interest of the Company as their priority?
Which group offers a vision of the future that you can see and
support?
In light of this, Helix wishes to inform all of its valued
shareholders that it is important that they vote their BLUE proxy
today to protect their investment in Helix and maximize their
potential for long term gain. Even if a shareholder has already voted
a Dissident Group YELLOW proxy, the shareholder may automatically
revoke it by voting a BLUE management proxy.
Responding To Serious Misrepresentations and Omissions In The
Dissident Circular
Helix is issuing a Letter to Shareholders responding to the Dissident
Circular. Helix's Letter specifically points out and corrects many of
the serious misrepresentations and omissions contained in the
Dissident Circular.
Helix's Letter to Shareholders will be available on Helix's website
at www.helixbiopharma.com and on SEDAR and EDGAR at www.sedar.com and
www.sec.gov, respectively.
Misrepresentations and omissions in the Dissident Circular include,
among others, the following:
1. The Dissident Circular fails to disclose promises made by a member
of the Dissident Group to a number of European investors in Helix
guaranteeing returns on their investment.
-- In November 2011, Helix learned that a company controlled by a member
of the Dissident Group guaranteed the future value of an investment in
Helix to a number of European investors.
-- Helix believes that these unauthorised guarantees gave rise to
unrealistic expectations on share performance among its European
shareholder base. When these unrealistic returns failed to
materialise, certain leaders of the Dissident Group sought to put the
blame on Helix, and began to spread false and unfounded allegations of
mismanagement of the Company and its products under development. This
spread of misinformation has continued in and been expanded upon in
the Dissident Circular.
2. The Dissident Circular fails to appropriately disclose the recent
conduct of Andreas Kandziora, his wife and related companies,
important to a shareholder's voting decision.
-- Andreas Kandziora has been trading Helix securities directly and
through a related company, in clear breach of their contractual
agreements with Helix.
-- The Kandzioras have been purchasing Helix shares, directly or through
related companies, while in possession of confidential information
belonging to Helix.
3. The Dissident Group incorrectly claims that the concerns of the
Special Committee are irrelevant to the shareholder meeting and the
election of directors by shareholders.
-- HOW CAN THIS BE TRUE? To the contrary, the concerns raised by the
Special Committee have everything to do with the election of directors
by shareholders.
-- If the Special Committee's concerns are proved true this would put
into question how and on what pretences Mr. Lobacz and Andreas
Kandziora have convinced the other members of the Dissident Group to
enter into voting and support agreements with them, and whether such
arrangements reflect the true and informed intentions of shareholders
who have signed such agreements.
4. The Dissident Circular has concentrated on share price volatility.
However, the Dissident Circular fails to note that since the
Dissident Group commenced their campaign on August 3, 2011, there has
been a drop in Helix's share price that is coincidental with trades
by the Dissident Group.
-- According to publicly available market data, the trades made by
companies controlled by the Kandzioras during a three-week period in
August 2011, accounted for approximately 80% of all the Helix shares
traded on the TSX. During the month of August, 2011 Helix's share
price dropped $0.60/share, or almost 21%.
5. The Dissident Circular irresponsibly claims that the current Board
has taken too long to commence clinical research and testing of
Helix's products, yet provides no basis for this conclusion.
-- It is an accepted fact that the drug discovery and development process
is long, especially in cases such as Helix's, which involve new
leading edge therapies for significant diseases.
-- The development of L-DOS47 is squarely within industry published
estimates of the time necessary to take a new drug candidate from
identification through to the end of pre-clinical work.
-- The Dissident Circular fails to mention the fact that Helix's Topical
Interferon Alpha-2b for cervical lesions has already gone through two
successful clinical trials, and the Company has received FDA approval
to conduct a Phase II/III trial in the U.S. and has submitted a
clinical trial application in Germany and the U.K. to conduct a Phase
III trial.
-- The Dissident Circular does not provide any basis for concluding that
Helix's timeline is too long or that the Dissident Group would be able
to advance a faster timeline.
The Board and Management of Helix have worked diligently to address
legitimate shareholder concerns.
Apparently the Dissident Group will settle for no less than full
control of Helix without paying for the shares it doesn't already
own.
Helix believes that the Dissident Group is motivated by its own
self-interest and lack of any bona fide concern for Helix and its
other shareholders, as is demonstrated by the Dissident Group's
incomplete and inaccurate disclosure in its Dissident Circular as
described above. Given the Dissident Group's misleading tactics,
Helix maintains that the Dissident Group is intent on seizing control
of the Helix board of directors in order to carry out as yet
undisclosed plans that are likely to be contrary to the interest of
Helix and its shareholders.
Shareholders are Urged to Vote Their BLUE Proxy Today.
Unlike the Dissident Group, Helix's Board and Management represent
the interests of ALL shareholders. Helix's Board and Management are
committed to building upon the foundation that has been laid for
Helix and to taking the Company to the next step toward realizing the
returns on the work it has so diligently been performing. The depth
of experience and strategic vision of Helix's proposed director slate
are essential to the Company's success and makes it best suited to
lead the Company.
The Dissident Group proposes no new plan or direction for the
Company. They are only out for themselves. The attempt to seize
control of Helix by the Dissident Group and install an entirely new
Board with no experience with the Company can only harm Helix and its
shareholders. It is vital that shareholders vote their BLUE proxy in
order to prevent this from happening.
The Company's proxy materials, which include a Notice of Meeting,
Letter to Shareholders, Information Circular and BLUE form of proxy
or BLUE voting instruction form, have been mailed to shareholders of
record as of December 2, 2011 and have also been publicly filed,
except the voting instruction form for objecting beneficial holders,
on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on the
Company's website at www.helixbiopharma.com. The Company's Letter to
Shareholders will be publicly filed on these sites as well.
Helix urges shareholders to carefully read the Management Circular
and execute the BLUE proxy by voting as recommended by the Board.
Voting is a very quick and easy process that empowers shareholders to
state their position and protect their investment.
Shareholders are urged to contact Kingsdale Shareholder Services Inc.
immediately, either by email at contactus@kingsdaleshareholder.com or
by telephone to vote your shares and protect your investment.
Outside North America, Banks and Brokers Call Collect:
1-416-867-2272
North American Toll Free Phone:
1-866-879-7649
About Helix BioPharma Corp.
Helix BioPharma Corp. is a
biopharmaceutical company specializing in the field of cancer
therapy. The Company is actively developing innovative products for
the prevention and treatment of cancer based on its proprietary
technologies. Helix's product development initiatives include its
novel L-DOS47 new drug candidate and its Topical Interferon Alpha-2b.
Helix is listed on the TSX, NYSE Amex and FSE under the symbol 'HBP.'
Forward-Looking Statements and Risks and Uncertainties
This News
Release contains certain forward-looking statements and information
(collectively, 'forward-looking statements') within the meaning of
applicable securities laws, regarding the development of products by
Helix for the prevention and treatment of cancer based on its
proprietary technologies; the current Board and management's plans,
next steps, and vision for the Company; and the activities of the
Dissident Group and the negative impact such activities would have on
the Company and its shareholders. Although Helix believes that the
expectations reflected in such forward-looking statements are
reasonable, such statements involve risks and uncertainties, and
undue reliance should not be placed on such statements. Certain
material factors or assumptions are applied in making forward-looking
statements, including, but not limited to, receipt of necessary
additional funding, strategic partner support and regulatory
approvals; the safety and efficacy of the Company's drug candidates;
the election of the Management slate of director nominees; the timely
provision of services and performance of contracts by third parties;
and future revenue, costs and expenditures. Helix's actual results
could differ materially from those anticipated in these
forward-looking statements as a result of numerous risks and
uncertainties including without limitation, the election of the
Dissidents' nominees to Helix's board of directors and uncertainty
surrounding the Dissidents' plans for the Company; the outcome of the
Company's upcoming annual general meeting; actions by the Dissident
Group; the timing of the annual general meeting; the outcome of the
Special Committee's court application; the commencement and outcome
of other court or legal proceedings; uncertainty of the availability
of needed capital; uncertainty whether the Company's drug candidates
under development will be successfully developed and commercialized;
whether clinical trials will proceed as planned or at all, and the
risk of negative results; research and development risks, including,
but not limited to, manufacturing risks and reliance on third-party
service providers; insurance and intellectual property risks; the
effect of competition; the risk of technical obsolescence;
uncertainty about the market opportunity for Helix's products;
uncertainty whether the Company will be able to obtain an appropriate
pharmaceutical or strategic partner for the drug candidates; changes
in business strategy or plans; general economic conditions; and the
risk factors that are discussed under Item 3.D. - 'Risk Factors' in
the Company's latest Form 20-F Annual Report or identified in the
Company's other public filings with the Canadian securities
administrators at www.sedar.com or with the SEC at www.sec.gov.
Forward-looking statements and information are based on the beliefs,
assumptions and expectations of Helix's management at the time they
are made, and Helix does not assume any obligation to update any
forward-looking statement or information should those beliefs,
assumptions or expectations, or other circumstances change, except as
required by law.
News Source: Marketwire
23.01.2012 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Helix BioPharma Corp.
Canada
Phone:
Fax:
E-mail:
Internet:
ISIN: CA4229101098
WKN:
End of Announcement DGAP News-Service
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Helix BioPharma Corp. / Key word(s): Miscellaneous
23.01.2012 08:52
---------------------------------------------------------------------------
AURORA, ON -- (Marketwire) -- 01/23/12 -- Helix BioPharma Corp.
('Helix' or the 'Company') (TSX: HBP) (NYSE Amex: HBP) (FRANKFURT:
HBP) today announced that it has responded to the proxy material (the
'Dissident Circular') that has been filed by a group of dissident
shareholders (the 'Dissident Group') which is being led by Andreas
Kandziora, a minority shareholder and a former agent of the Company,
and Zbigniew Lobacz, an insider of the Company who owns approximately
10% of Helix's issued and outstanding shares.
In the Dissident Circular, the Dissident Group has made claims that
are misleading, inaccurate and/or incomplete in many material
respects as described below. Quite simply, the Dissident Circular is
a blatant attempt to manipulate shareholders with misinformation.
As you read Helix's management information circular (the 'Management
Circular') and Letter to Shareholders (see below), and compare them
to the Dissident Group's version of events, it is clear that you, as
a shareholder of Helix, need to ask yourself three key questions:
Which group should you trust to work for you to create sustainable
value?
Which group truly has the interest of the Company as their priority?
Which group offers a vision of the future that you can see and
support?
In light of this, Helix wishes to inform all of its valued
shareholders that it is important that they vote their BLUE proxy
today to protect their investment in Helix and maximize their
potential for long term gain. Even if a shareholder has already voted
a Dissident Group YELLOW proxy, the shareholder may automatically
revoke it by voting a BLUE management proxy.
Responding To Serious Misrepresentations and Omissions In The
Dissident Circular
Helix is issuing a Letter to Shareholders responding to the Dissident
Circular. Helix's Letter specifically points out and corrects many of
the serious misrepresentations and omissions contained in the
Dissident Circular.
Helix's Letter to Shareholders will be available on Helix's website
at www.helixbiopharma.com and on SEDAR and EDGAR at www.sedar.com and
www.sec.gov, respectively.
Misrepresentations and omissions in the Dissident Circular include,
among others, the following:
1. The Dissident Circular fails to disclose promises made by a member
of the Dissident Group to a number of European investors in Helix
guaranteeing returns on their investment.
-- In November 2011, Helix learned that a company controlled by a member
of the Dissident Group guaranteed the future value of an investment in
Helix to a number of European investors.
-- Helix believes that these unauthorised guarantees gave rise to
unrealistic expectations on share performance among its European
shareholder base. When these unrealistic returns failed to
materialise, certain leaders of the Dissident Group sought to put the
blame on Helix, and began to spread false and unfounded allegations of
mismanagement of the Company and its products under development. This
spread of misinformation has continued in and been expanded upon in
the Dissident Circular.
2. The Dissident Circular fails to appropriately disclose the recent
conduct of Andreas Kandziora, his wife and related companies,
important to a shareholder's voting decision.
-- Andreas Kandziora has been trading Helix securities directly and
through a related company, in clear breach of their contractual
agreements with Helix.
-- The Kandzioras have been purchasing Helix shares, directly or through
related companies, while in possession of confidential information
belonging to Helix.
3. The Dissident Group incorrectly claims that the concerns of the
Special Committee are irrelevant to the shareholder meeting and the
election of directors by shareholders.
-- HOW CAN THIS BE TRUE? To the contrary, the concerns raised by the
Special Committee have everything to do with the election of directors
by shareholders.
-- If the Special Committee's concerns are proved true this would put
into question how and on what pretences Mr. Lobacz and Andreas
Kandziora have convinced the other members of the Dissident Group to
enter into voting and support agreements with them, and whether such
arrangements reflect the true and informed intentions of shareholders
who have signed such agreements.
4. The Dissident Circular has concentrated on share price volatility.
However, the Dissident Circular fails to note that since the
Dissident Group commenced their campaign on August 3, 2011, there has
been a drop in Helix's share price that is coincidental with trades
by the Dissident Group.
-- According to publicly available market data, the trades made by
companies controlled by the Kandzioras during a three-week period in
August 2011, accounted for approximately 80% of all the Helix shares
traded on the TSX. During the month of August, 2011 Helix's share
price dropped $0.60/share, or almost 21%.
5. The Dissident Circular irresponsibly claims that the current Board
has taken too long to commence clinical research and testing of
Helix's products, yet provides no basis for this conclusion.
-- It is an accepted fact that the drug discovery and development process
is long, especially in cases such as Helix's, which involve new
leading edge therapies for significant diseases.
-- The development of L-DOS47 is squarely within industry published
estimates of the time necessary to take a new drug candidate from
identification through to the end of pre-clinical work.
-- The Dissident Circular fails to mention the fact that Helix's Topical
Interferon Alpha-2b for cervical lesions has already gone through two
successful clinical trials, and the Company has received FDA approval
to conduct a Phase II/III trial in the U.S. and has submitted a
clinical trial application in Germany and the U.K. to conduct a Phase
III trial.
-- The Dissident Circular does not provide any basis for concluding that
Helix's timeline is too long or that the Dissident Group would be able
to advance a faster timeline.
The Board and Management of Helix have worked diligently to address
legitimate shareholder concerns.
Apparently the Dissident Group will settle for no less than full
control of Helix without paying for the shares it doesn't already
own.
Helix believes that the Dissident Group is motivated by its own
self-interest and lack of any bona fide concern for Helix and its
other shareholders, as is demonstrated by the Dissident Group's
incomplete and inaccurate disclosure in its Dissident Circular as
described above. Given the Dissident Group's misleading tactics,
Helix maintains that the Dissident Group is intent on seizing control
of the Helix board of directors in order to carry out as yet
undisclosed plans that are likely to be contrary to the interest of
Helix and its shareholders.
Shareholders are Urged to Vote Their BLUE Proxy Today.
Unlike the Dissident Group, Helix's Board and Management represent
the interests of ALL shareholders. Helix's Board and Management are
committed to building upon the foundation that has been laid for
Helix and to taking the Company to the next step toward realizing the
returns on the work it has so diligently been performing. The depth
of experience and strategic vision of Helix's proposed director slate
are essential to the Company's success and makes it best suited to
lead the Company.
The Dissident Group proposes no new plan or direction for the
Company. They are only out for themselves. The attempt to seize
control of Helix by the Dissident Group and install an entirely new
Board with no experience with the Company can only harm Helix and its
shareholders. It is vital that shareholders vote their BLUE proxy in
order to prevent this from happening.
The Company's proxy materials, which include a Notice of Meeting,
Letter to Shareholders, Information Circular and BLUE form of proxy
or BLUE voting instruction form, have been mailed to shareholders of
record as of December 2, 2011 and have also been publicly filed,
except the voting instruction form for objecting beneficial holders,
on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on the
Company's website at www.helixbiopharma.com. The Company's Letter to
Shareholders will be publicly filed on these sites as well.
Helix urges shareholders to carefully read the Management Circular
and execute the BLUE proxy by voting as recommended by the Board.
Voting is a very quick and easy process that empowers shareholders to
state their position and protect their investment.
Shareholders are urged to contact Kingsdale Shareholder Services Inc.
immediately, either by email at contactus@kingsdaleshareholder.com or
by telephone to vote your shares and protect your investment.
Outside North America, Banks and Brokers Call Collect:
1-416-867-2272
North American Toll Free Phone:
1-866-879-7649
About Helix BioPharma Corp.
Helix BioPharma Corp. is a
biopharmaceutical company specializing in the field of cancer
therapy. The Company is actively developing innovative products for
the prevention and treatment of cancer based on its proprietary
technologies. Helix's product development initiatives include its
novel L-DOS47 new drug candidate and its Topical Interferon Alpha-2b.
Helix is listed on the TSX, NYSE Amex and FSE under the symbol 'HBP.'
Forward-Looking Statements and Risks and Uncertainties
This News
Release contains certain forward-looking statements and information
(collectively, 'forward-looking statements') within the meaning of
applicable securities laws, regarding the development of products by
Helix for the prevention and treatment of cancer based on its
proprietary technologies; the current Board and management's plans,
next steps, and vision for the Company; and the activities of the
Dissident Group and the negative impact such activities would have on
the Company and its shareholders. Although Helix believes that the
expectations reflected in such forward-looking statements are
reasonable, such statements involve risks and uncertainties, and
undue reliance should not be placed on such statements. Certain
material factors or assumptions are applied in making forward-looking
statements, including, but not limited to, receipt of necessary
additional funding, strategic partner support and regulatory
approvals; the safety and efficacy of the Company's drug candidates;
the election of the Management slate of director nominees; the timely
provision of services and performance of contracts by third parties;
and future revenue, costs and expenditures. Helix's actual results
could differ materially from those anticipated in these
forward-looking statements as a result of numerous risks and
uncertainties including without limitation, the election of the
Dissidents' nominees to Helix's board of directors and uncertainty
surrounding the Dissidents' plans for the Company; the outcome of the
Company's upcoming annual general meeting; actions by the Dissident
Group; the timing of the annual general meeting; the outcome of the
Special Committee's court application; the commencement and outcome
of other court or legal proceedings; uncertainty of the availability
of needed capital; uncertainty whether the Company's drug candidates
under development will be successfully developed and commercialized;
whether clinical trials will proceed as planned or at all, and the
risk of negative results; research and development risks, including,
but not limited to, manufacturing risks and reliance on third-party
service providers; insurance and intellectual property risks; the
effect of competition; the risk of technical obsolescence;
uncertainty about the market opportunity for Helix's products;
uncertainty whether the Company will be able to obtain an appropriate
pharmaceutical or strategic partner for the drug candidates; changes
in business strategy or plans; general economic conditions; and the
risk factors that are discussed under Item 3.D. - 'Risk Factors' in
the Company's latest Form 20-F Annual Report or identified in the
Company's other public filings with the Canadian securities
administrators at www.sedar.com or with the SEC at www.sec.gov.
Forward-looking statements and information are based on the beliefs,
assumptions and expectations of Helix's management at the time they
are made, and Helix does not assume any obligation to update any
forward-looking statement or information should those beliefs,
assumptions or expectations, or other circumstances change, except as
required by law.
News Source: Marketwire
23.01.2012 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Helix BioPharma Corp.
Canada
Phone:
Fax:
E-mail:
Internet:
ISIN: CA4229101098
WKN:
End of Announcement DGAP News-Service
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