Nominations pursuant to advance notice policy
DiagnoCure's Board Maintains its Recommendation to Vote for Current Directors
QUEBEC CITY, April 15, 2013 /PRNewswire/ - Following the adoption by its Board of directors of an advance notice policy, DiagnoCure Inc. (TSX: CUR)(OTCQX: DGCRF) (the "Corporation") announces that a shareholder has submitted nominations for election as directors of the Corporation at the upcoming Annual and Special meeting of shareholders of April 29, 2013 at which five directors will be elected.
Nominations Pursuant to the Advance Notice Policy
The Corporation informs its shareholders that three nominations have been received from a shareholder, Mr. Todd Axelrod, who is proposing Me Pierre Dozois, Mr. Paul Guay and Mr. Hans Mäder as directors. Collectively, these three nominees hold less than 1% of the shares of the Corporation. The Board of Directors of DiagnoCure recommends not to vote for them.
Importance of Continuity for the Future of DiagnoCure
DiagnoCure believes it is important that the skill sets of its board members complement each other; thus, providing for a Board that functions cohesively. The independent Board members of the Corporation have carefully considered the needs of DiagnoCure in selecting the best candidates to act as directors. Because of their wide-ranging experience and expertise with public companies, R&D activities, oncology, urology, administration, private and public partnerships, corporate governance, finance and financing activities, and in the biotechnology and pharmaceutical industries, the team proposed by DiagnoCure provides an optimal balance. Moreover, the arrival of Dr. Jacques Simoneau and Mr. Andy Sheldon to DiagnoCure's Board, has contributed dramatically to the development of a new momentum at the Corporation, which includes a strong focus on increasing shareholder value.
Royalties received from sales of the FDA-approved PROGENSA® PCA3 assay in the United States increased by 84% in the first quarter of 2013 compared with the same period in 2012. Moreover, a productive dialogue is ongoing with Hologic's management regarding ways to optimize the value of the PROGENSA® PCA3 assay for both companies. In addition, evidence continues to build in the clinical community supporting the concept that PCA3 can become a product of reference to help better diagnose prostate cancer patients.
DiagnoCure has also intensified its active effort to license the Corporation's Previstage™ GCC technology. The DiagnoCure management team is currently in discussions with potential partners with the right commercial presence in the diagnostic market. Based upon the datasets generated in several clinical studies, DiagnoCure believes that Previstage™ GCC represents a significant advance in clinical practice, providing physicians with a more sensitive tool for staging patients with colorectal cancer.
DiagnoCure has also continued to develop robust molecular tests that address unmet clinical needs. This effort contributes management credibility to discussions with potential partners.
Nominations by DiagnoCure in the best interest of shareholders
DiagnoCure's nominees, who are all current directors of the Corporation, control, directly or indirectly, 2,135,846 shares of the Corporation representing approximately 5.0% of all issued and outstanding shares. They present themselves as a team. Consequently, it is likely that individual board members, including Dr. Yves Fradet, will not choose to continue in their roles as directors unless the entire team is re-elected.
"With a recently renewed Board, bringing together diversified outstanding talents and wide‐ranging experience, DiagnoCure is advancing a plan to increase shareholder value. We believe that untimely changes to DiagnoCure's board would send a negative message to our potential partners and to the financial markets," indicated Dr. Yves Fradet, Chairman of the Board, and President and Chief Medical Officer of the Corporation.
Consequently, DiagnoCure's management and Board of directors maintain their recommendation to vote in favor of their candidates, as indicated in the management proxy circular dated March 11, 2013.
About DiagnoCure's nominees
Dr. Yves Fradet, 62, from Québec, Quebec, Canada, is co-founder of the Corporation and Chairman of the Board of directors of DiagnoCure since January 2010 and President of the Corporation since February 2010. He graduated from Medical School at Université Laval in 1976 and is member of the Royal College of Physicians and Surgeons of Canada since 1981. He has been professor of surgery/urology at Université Laval since 1992. Dr. Fradet studied at the Memorial Sloan-Kettering Cancer Center in New York from 1981 to 1983, where he sub-specialized in urologic oncology. He is a member of several national and international associations including the American Association of Genitourinary Surgeons limited to 75 active members in North America among the leaders of urology. Dr. Fradet received numerous honours during his career including the Lifetime career achievement award from the Canadian Urology Association in 2012 and the Queen Elizabeth Diamond Jubilee Medal from Canadian Medical Association in 2013.
Dr. Louise Proulx, 62, from Montréal, Quebec, Canada, holds a Ph.D. in physiology from Université Laval and pursued postdoctoral studies at the Karolinska Institute in Stockholm. She has close to 30 years experience in research and science management. From 1977 to 1985, she focused her efforts on prostate and breast cancer at the Centre hospitalier de l'Université Laval. From 1985 to 2001, she took over scientific positions of increasing responsibilities, notably as Vice President, Scientific Affairs at Hoechst Marion Roussel Canada, and Vice President, Therapeutic Product Development at Biochem Pharma. She was later Vice President, Business Development of Genome Québec (2001-2002), Vice Principal Research at McGill University (2002-2004) and Vice President, Product Development at Topigen Pharmaceuticals, Inc. (2004-2006). From December 2006 to March 2009, she was Vice President, Product Development at ViroChem Pharma, Inc. This company was acquired in March 2009 by Vertex Pharmaceuticals, and Dr. Proulx was named Vice President, Research and Development of the Canadian arm. In 2011, she became Vice-President and Site Head until December 2012. Dr. Proulx has been a member of several Boards of directors over her career, and is currently director of the Canada Foundation for Innovation, of Univalor inc., of the Research Institute of the McGill University Health Center (RIMUHC) and of BioQuébec. She is certified ICD.D by the Institute of Corporate Directors.
Mr. Andy Sheldon, 57, from Québec, Quebec, Canada, has been President and Chief Executive Officer of Medicago Inc., a clinical-stage biopharmaceutical company, since August 2003. He has thirty years of experience in the pharmaceutical industry, and was named CEO of the Year by the Vaccine Industry Excellence awards at the World Vaccine Congress in April 2012. Before joining Medicago, Mr. Sheldon was Vice-President, Sales and Marketing of Shire Biologics, where he was responsible for international expansion with European, American and Asian private partnership agreements and was also responsible for distribution, customer service, maintenance and engineering at the Shire facility. From 1998 to 2000, he was Senior Manager of Commercial Operations where he successfully managed the approval of a bladder cancer therapeutic vaccine by the FDA. In 1997 and 1998, he was Marketing Manager for Merial Canada Inc. From 1992 to 1997, he was Director of Canadian Operations with Rhône Mérieux. From 1988 to 1992, he was National Sales Manager for SmithKline Beecham. Mr. Sheldon has a Bachelor's degree in agricultural sciences from Université Laval, Québec City and a Bachelor's of science degree with honors in biological sciences from the University of East Anglia, Norwich, England.
Dr. Jacques Simoneau, 55, from Saint-Bruno-de-Montarville, Quebec, Canada, is President & CEO and director of Gestion Univalor, L.P., a limited partnership responsible for the commercialization and transfer of technologies and innovations created at Université de Montréal, its affiliated schools Polytechnique Montréal (engineering) and HEC Montréal (business), and its hospitals and health research centres. Dr. Simoneau is a corporate director with a comprehensive experience in venture capital and private equity. Prior to joining Univalor, he was Executive Vice President, Investments of the Business Development Bank of Canada (BDC). In that capacity, he was responsible for the venture capital and subordinate financing portfolios. Prior to that, he was President and CEO of Hydro-Québec CapiTech Inc., Senior Vice-President of the Fonds de solidarité FTQ and CEO of Société Innovatech du sud du Québec. He also held executive positions at Advanced Scientific Computing and Alcan. Dr. Simoneau is a director of Transat Inc. A.T., of Azimut Exploration, and of Sustainable Development Technology Canada. He serves on the scientific committee of the Centre québécois de recherche et de développement de l'aluminium and on the University of Montréal's Faculty of Medicine's advisory committee. Dr. Simoneau was a member of the Conseil de la science et de la technologie du Québec from 2004 to 2011, and was also director of three other public companies and 14 private companies between 1995 and now. Jacques Simoneau is a mechanical engineer and holds a M.Sc. from Université Laval and a Ph.D. from Queen's University. He is a member of the Ordre des ingénieurs du Québec, of Professional Engineers Ontario and he is certified ICD.D by the Institute of Corporate Directors.
Dr. Vincent R. Zurawski, 66, from West Chester, Pennsylvania, United States, earned his Ph.D. from Purdue University in 1973 and completed post-doctoral training at the Massachusetts General Hospital and Harvard Medical School. Dr. Zurawski was a pioneer in the biotechnology industry. In 1979, he was one of the founders of Centocor, Inc., where he played a major role in developing and implementing the successful business strategy of the company and the development of all its cancer diagnostic products. In 1992, Dr. Zurawski was founder, President and Chief Executive Officer of Apollon, Inc. and during his six-year tenure at Apollon, he built an operation from the ground up that established itself as a leader in the development of DNA-based vaccines with five Apollon-manufactured products in clinical trials. In 1998, the company was sold to American Home Products (Wyeth Pharmaceuticals), which has since been acquired by Pfizer & Company. Pfizer continues to develop the Apollon DNA-based vaccines. From 1998 to 2000, Dr. Zurawski served as Director for Research Business Development for the University of Pennsylvania, Health System and School of Medicine and in 2000 he was named Chief Executive Officer of Compugen, Inc., the wholly-owned U.S. subsidiary of Compugen, Ltd., a company specializing in the commercialization of bioinformatics software systems. Since leaving Compugen, Inc., Dr. Zurawski has been engaged in a number of start-up biotechnology companies. Following a 3-year tenure as a board member of Hepregen Corporation, he was recently named President and Chief Executive Officer of Hepregen, a leader in the development of micro-liver products. He is also Founding President and Chief Scientific Officer of Varinel, Inc., a pharmaceutical company that specializes in the development of drugs for treatment of diseases of the central nervous system.
None of the proposed directors is, as of the date of this press release or has been within 10 years before March 11, 2013, which is the date of the management proxy circular, a director or an officer of a company that while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
In addition, none of the proposed directors has, within the 10 years before the date of the management proxy circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such proposed director.
About Todd Axelrod's nominees
The nominees proposed by Mr. Todd Axelrod are the following:
Me Pierre Dozois, 66, from Montréal, Quebec, Canada, is a senior partner of BCF since 1977 and has completed his studies at the Faculty of Law of Université de Montréal and Harvard Business School. His current practice is mainly focused on mergers and acquisitions and on public and private financing. He has been a member of board of directors of corporations and non-profit charitable organizations. He has been a director and president of Club St-Denis de Montréal and of Fondation de l'Hôpital Notre-Dame de Montréal. He is now a director and member of the Executive Committee of Fondation du Centre hospitalier universitaire de Montréal (CHUM).
Mr. Paul Guay, 64, from Beaconsfield, Quebec, Canada, is a certified accountant. He has been Vice-President, Finances and Administration of Groupe BMR inc. and of Produits de Piscines Vogue inc. He has performed many mandates in recovery, reorganization, financing and diagnostic of companies in many sectors, generally for institutional investors. His experience with publicly traded companies was acquired while he was acting as interim CFO of Ranaz Corporation, a TSX venture company. He currently is a consultant in finance and reorganization. Mr. Guay also disclosed having acted as chief financial officer of Accessoires de piscine Compétition Inc. from January 2008 to August 2008. This company declared bankruptcy in December 2009. From January 2011 until April 2013, he has acted as chief financial officer of Mechtronix Systems Inc. Mechtronix and affiliated companies declared bankruptcy between June and October 2012.
Mr. Hans Mäder, 66, from Valleyfield, Quebec, Canada, had been president and chief executive officer of Ambrilia Biopharma from March 2006 to April 2007. He has acted as chairman of the board, president and chief executive officer of Procyon Biopharma from 1999 until March 2006. He was responsible for the listing of Procyon's shares on the Toronto Stock Exchange and has negotiated license agreements with pharmaceutical partners. He has been president and chief executive officer for Novartis Pharmaceuticals Inc. Canada and has held various functions at Sandoz Canada Inc. and Sandoz Pharmaceuticals inc. in the United States. He currently acts as consultant for North American biotech and pharma companies.
DiagnoCure (TSX: CUR; OTCQX: DGCRF) is a life sciences corporation that develops and commercializes high-value cancer diagnostic tests that increase clinician and patient confidence in making critical treatment decisions. In 2008, the Corporation launched a colorectal cancer staging test through its U.S. CLIA laboratory. PrevistageTM GCC is currently available for licensing. The Corporation has granted a worldwide exclusive license to Gen-Probe, now a wholly-owned subsidiary of Hologic Inc. operating as Hologic Gen-Probe, for the development and commercialization of a prostate cancer test using PCA3, DiagnoCure's proprietary molecular biomarker. Hologic Gen-Probe's PROGENSA® PCA3 test is commercialized in Europe under CE mark and is approved for commercialization in Canada and the United States. For more information, please visit www.diagnocure.com.
This release contains forward‐looking statements that involve known and unknown risks, uncertainties and assumptions that may cause actual results to differ materially from those expected. Forward-looking statements can be identified by the use of the conditional or forward-looking terminology such as "anticipates", "assumes", "believes", "estimates", "expects", "intend", "may", "plans", "projects", "should", "will", or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. All such forward-looking statements are made pursuant to the "safe-harbour" provisions of applicable Canadian securities laws. By their very nature, forward‐looking statements are based on expectations and hypotheses and also involve risks and uncertainties, known and unknown, many of which are beyond DiagnoCure's control. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Corporation's current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Corporation's business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and that they should not place undue reliance on these forward‐looking statements. For instance, the forward-looking statements regarding the outcome of research and development projects, clinical studies and future revenues, including those related to PROGENSA® PCA3, are based on management expectations and such outcome may vary materially depending on global political and economic conditions, dependence on collaboration partners, uncertainty of healthcare reimbursement, and marketing and distribution challenges. In addition, the reader is referred to the applicable general risks and uncertainties described in DiagnoCure's most recent Annual Information Form under the heading "Risk Factors". DiagnoCure undertakes no obligation to publicly update or revise any forward‐looking statements contained herein unless required by the applicable securities laws and regulations.
SOURCE DiagnoCure inc.