XTL Biopharmaceutical's (XTLbio) special shareholder meeting today approved all the resolutions sought by the company's largest shareholder by absolute majority. The meeting was held today at the request of Alex Rabinovitch, managing partner in Apex Investments and the head of the largest shareholders group.
The shareholders approved the nomination of Dr. Ben-Zion Weiner, Dr. William Kennedy and Dr. Jonathan Spicehandler as directors of XTLbio.
In addition, the shareholders approved the granting of options that entitle board member Michael S. Weiss to approximately 5% of the company, and some 2 million options (1.2%) to Dr. Ben Zion Weiner. The options' exercise price is 20 pence and the entitlement is conditioned by significant rise in the company's market value to $150, $250 and $350 million dollars. Each level will entitle the executives to one third of the options. According to the agreed formula, the cash will be deducted from the company's market value.
In order to enable the company's listing on Nasdaq, the meeting approved the cancellation of the preemptive right which entitles the shareholders for first right of refusal for each share issuance and reducing the number of directors to five.
The meeting also decided to end immediately the term of two directors: Elkan Gamzu (chairman and provisional CEO) and Peter Stalker. Geoffrey Vernon had announced his resignation at an earlier date.
Weiss will likely be nominated chairman of XTLbio; he joined the board last year. Weiss, currently chairman and CEO of Keryx Biopharmaceuticals (Nasdaq:KERX; LSE:KRX) was formerly founder, chairman and CEO of ACCESS Oncology, Inc., a private company focused on in-licensing clinical stage compounds in the oncology area. Prior to that, Weiss was senior managing director at Paramount Capital, Inc., an investment banking firm focusing on the biotechnology sector, located in New York, USA. During his tenure from 1993 to 1999, he was responsible for negotiating and executing private and public investments in biotechnology companies, including Genta, Inc. (Nasdaq:GNTA), a publicly-traded biotechnology company, for which he managed a turnaround in 1997-1999. Weiss continues to serve on the board of directors of Genta.
The board of directors, under its new composition, will complete the Nasdaq listing as soon as possible. The board will also accelerate the process of naming a CEO, who will be an experienced individual with proven capabilities in the US capital market as well as in biotechnology.
Published by Globes [online], Israel business news - www.globes.co.il - on Thursday, February 24, 2005