Special Committee of Helix BioPharma Corp. Provides Update toShareholders
Helix BioPharma Corp. / Key word(s): Miscellaneous
26.01.2012 02:08
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AURORA, ON -- (Marketwire) -- 01/25/12 -- The Special Committee of
the Board of Directors of Helix BioPharma Corp. (TSX: HBP) (NYSE
Amex: HBP) (FRANKFURT: HBP) (the 'Company' or 'Helix') announces that
Ernst & Young LLP ('Ernst & Young') has delivered its Interim Report.
As announced on December 6, 2011, the Special Committee engaged Ernst
& Young to assist the Special Committee in the investigation of the
conduct of certain shareholders and parties related to these
shareholders.
Ernst & Young's Interim Report contains a number of findings that are
troubling to the Special Committee, including:
-- There was some degree of confusion with respect to the roles of
Andreas and Veronika Kandziora and the two companies with which they
are associated, ACM Alpha Consulting Management Est. ('ACM Est.') and
ACM Alpha Consulting Management AG ('ACM AG') in their interactions
with European investors in Helix securities. For example,
-- Documents provided to Ernst & Young include July 25, 2010
correspondence from Andreas Kandziora to a potential investor
stating that ACM Alpha Consulting Management (www.alpha-cm.com) is
the exclusive European representative of Helix BioPharma,
responsible for finding/selecting investors willing to buy shares
in that company. Their business activity was presented as
including share acquisitions (including private placements) and
later share disposals for customers. The documents also indicated
that all the arrangements are run and supervised by ACM Alpha
Consulting Management and further indicate that an investor is
bound with ACM under an investment agreement which describes the
conditions of participating in the transaction and share of
profits depending on the volume of funds invested.
-- A number of European investors in Helix have confirmed to Ernst &
Young that they received contractual promises undertakings or
guarantees on the future values of their investments in Helix
securities from ACM AG. For example, from documents provided to Ernst
& Young:
-- Correspondence from Andreas Kandziora to a potential investor
offered returns based on the amount invested in Helix ranging from
17% returns over 12 months to 70% returns over 24 months.
-- Promotional documents sent to a prospective investor from ACM Est.
stated that under a private placement a guarantor would guarantee
the initial capital and that there was an ability to guarantee the
minimum return from the investment of 7.5% per year. The documents
indicated that there was an option for individual regulation of
the amount of the investment, the duration of the contract and the
minimum guaranteed return from the investment. They also indicated
a profit guarantee in case of investment above 1 Million EUR.
-- In one investor's contract with ACM AG, the investment of
9,100,000 PLN was guaranteed to return 13,195,000 PLN after one
year and 17,290,000 PLN after two years.
-- Ernst & Young received a copy of a January 5, 2012 email from a
bank that has been associated with the Kandzioras, making an offer to
two shareholders to buy their Helix shares.
-- ACM Est. and ACM AG reported purchases of 426,000 Helix shares on the
TSX in the period from July 6, 2011 to August 23, 2011 in the 13D
report filed on October 3, 2011. Ernst & Young was unable to
reconcile all the reported purchases to the TSX daily traded volumes
for those days.
To date Ernst & Young has collected information primarily through
interviews with Helix management, certain investors and their
advisors and documents provided by such persons. Ernst & Young has
reported that it has significant work to do to complete its
investigation. Its Interim Report is subject to the results of its
remaining procedures, and limited by constraints such as the time
available, the limited number of European investors who agreed to
meet with Ernst & Young and the limited number of documents obtained.
Ernst & Young was unable to interview Andreas Kandziora. After
arranging a meeting with Andreas Kandziora for January 12, 2012 he
cancelled the meeting at the last minute due to other commitments and
has not responded to further requests to reschedule the meeting.
The Special Committee informs shareholders that none of the
activities set out above have been in any way sanctioned by the
Company. These activities, if proven, are improper and inexcusable.
The Special Committee is concerned about the involvement of Andreas
and Veronika Kandziora as leaders of the Concerned Shareholders
group. After an exchange of letters from counsel to management and
counsel to the Concerned Shareholders, the Special Committee has
asked the Concerned Shareholders to facilitate an update of their
disclosure on the issues and involvement of the Kandzioras in their
solicitation. Counsel for the Concerned Shareholders has advised that
in their view such an update is not required.
The Special Committee has just received the respondents materials in
the application commenced December 7, 2011. The Special Committee is
reviewing such materials in conjunction with the Ernst & Young
Interim Report. The Special Committee is carefully reviewing next
steps.
As stated above, Ernst & Young was engaged to investigate the conduct
of certain shareholders and parties related to these shareholders.
Their work is ongoing. Ernst & Young is a global leader in assurance,
tax, transaction and advisory services, which includes independent
investigation and dispute services.
As previously announced, the Special Committee was appointed on
November 16, 2011 by the Company's Board of Directors. The members of
the Special Committee are Jack M. Kay and W. Thomas Hodgson. The
Special Committee continues to be advised by Norton Rose Canada LLP.
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; the outcome of investigations
conducted by the Special Committee including those carried out by
Ernst & Young LLP; 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,
opinions and expectations of Helix's management at the time they are
made. Readers are cautioned not to place undue reliance on
forward-looking statements. The forward-looking statements contained
herein are expressly qualified by this cautionary statement and are
made as of the date of this News Release. Helix does not assume any
obligation to update any forward-looking statement or information
should those beliefs, assumptions, opinions or expectations, or other
circumstances change, except as required by law.
News Source: Marketwire
26.01.2012 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
26.01.2012 02:08
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AURORA, ON -- (Marketwire) -- 01/25/12 -- The Special Committee of
the Board of Directors of Helix BioPharma Corp. (TSX: HBP) (NYSE
Amex: HBP) (FRANKFURT: HBP) (the 'Company' or 'Helix') announces that
Ernst & Young LLP ('Ernst & Young') has delivered its Interim Report.
As announced on December 6, 2011, the Special Committee engaged Ernst
& Young to assist the Special Committee in the investigation of the
conduct of certain shareholders and parties related to these
shareholders.
Ernst & Young's Interim Report contains a number of findings that are
troubling to the Special Committee, including:
-- There was some degree of confusion with respect to the roles of
Andreas and Veronika Kandziora and the two companies with which they
are associated, ACM Alpha Consulting Management Est. ('ACM Est.') and
ACM Alpha Consulting Management AG ('ACM AG') in their interactions
with European investors in Helix securities. For example,
-- Documents provided to Ernst & Young include July 25, 2010
correspondence from Andreas Kandziora to a potential investor
stating that ACM Alpha Consulting Management (www.alpha-cm.com) is
the exclusive European representative of Helix BioPharma,
responsible for finding/selecting investors willing to buy shares
in that company. Their business activity was presented as
including share acquisitions (including private placements) and
later share disposals for customers. The documents also indicated
that all the arrangements are run and supervised by ACM Alpha
Consulting Management and further indicate that an investor is
bound with ACM under an investment agreement which describes the
conditions of participating in the transaction and share of
profits depending on the volume of funds invested.
-- A number of European investors in Helix have confirmed to Ernst &
Young that they received contractual promises undertakings or
guarantees on the future values of their investments in Helix
securities from ACM AG. For example, from documents provided to Ernst
& Young:
-- Correspondence from Andreas Kandziora to a potential investor
offered returns based on the amount invested in Helix ranging from
17% returns over 12 months to 70% returns over 24 months.
-- Promotional documents sent to a prospective investor from ACM Est.
stated that under a private placement a guarantor would guarantee
the initial capital and that there was an ability to guarantee the
minimum return from the investment of 7.5% per year. The documents
indicated that there was an option for individual regulation of
the amount of the investment, the duration of the contract and the
minimum guaranteed return from the investment. They also indicated
a profit guarantee in case of investment above 1 Million EUR.
-- In one investor's contract with ACM AG, the investment of
9,100,000 PLN was guaranteed to return 13,195,000 PLN after one
year and 17,290,000 PLN after two years.
-- Ernst & Young received a copy of a January 5, 2012 email from a
bank that has been associated with the Kandzioras, making an offer to
two shareholders to buy their Helix shares.
-- ACM Est. and ACM AG reported purchases of 426,000 Helix shares on the
TSX in the period from July 6, 2011 to August 23, 2011 in the 13D
report filed on October 3, 2011. Ernst & Young was unable to
reconcile all the reported purchases to the TSX daily traded volumes
for those days.
To date Ernst & Young has collected information primarily through
interviews with Helix management, certain investors and their
advisors and documents provided by such persons. Ernst & Young has
reported that it has significant work to do to complete its
investigation. Its Interim Report is subject to the results of its
remaining procedures, and limited by constraints such as the time
available, the limited number of European investors who agreed to
meet with Ernst & Young and the limited number of documents obtained.
Ernst & Young was unable to interview Andreas Kandziora. After
arranging a meeting with Andreas Kandziora for January 12, 2012 he
cancelled the meeting at the last minute due to other commitments and
has not responded to further requests to reschedule the meeting.
The Special Committee informs shareholders that none of the
activities set out above have been in any way sanctioned by the
Company. These activities, if proven, are improper and inexcusable.
The Special Committee is concerned about the involvement of Andreas
and Veronika Kandziora as leaders of the Concerned Shareholders
group. After an exchange of letters from counsel to management and
counsel to the Concerned Shareholders, the Special Committee has
asked the Concerned Shareholders to facilitate an update of their
disclosure on the issues and involvement of the Kandzioras in their
solicitation. Counsel for the Concerned Shareholders has advised that
in their view such an update is not required.
The Special Committee has just received the respondents materials in
the application commenced December 7, 2011. The Special Committee is
reviewing such materials in conjunction with the Ernst & Young
Interim Report. The Special Committee is carefully reviewing next
steps.
As stated above, Ernst & Young was engaged to investigate the conduct
of certain shareholders and parties related to these shareholders.
Their work is ongoing. Ernst & Young is a global leader in assurance,
tax, transaction and advisory services, which includes independent
investigation and dispute services.
As previously announced, the Special Committee was appointed on
November 16, 2011 by the Company's Board of Directors. The members of
the Special Committee are Jack M. Kay and W. Thomas Hodgson. The
Special Committee continues to be advised by Norton Rose Canada LLP.
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; the outcome of investigations
conducted by the Special Committee including those carried out by
Ernst & Young LLP; 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,
opinions and expectations of Helix's management at the time they are
made. Readers are cautioned not to place undue reliance on
forward-looking statements. The forward-looking statements contained
herein are expressly qualified by this cautionary statement and are
made as of the date of this News Release. Helix does not assume any
obligation to update any forward-looking statement or information
should those beliefs, assumptions, opinions or expectations, or other
circumstances change, except as required by law.
News Source: Marketwire
26.01.2012 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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