Shareholder Letter
Dear Shareholders,
We write to you today with a deep sense of
responsibility and transparency, driven by our commitment to the
principles of sound corporate governance and the long-term success
of Mithra. We believe it is our duty to address recent developments
concerning the request of some shareholders for the upcoming
Special General Meeting of Shareholders ("SGM") to be held on
October 30, 2023. The SGM will be followed by an Extraordinary
Meeting of Shareholders ("EGM"). The main topics of the SGM and EGM
relate to the strategic financing that has been secured by the
Company, and are a matter of great significance to our company and
its future.
It has come to our attention that a group of
shareholders that submitted 6.1% of the outstanding shares of the
Company has called for the anticipated mandate termination of all 4
independent board members, on a total of 6 board members, and the
proposed appointment of a new independent board member.
We believe that at the heart of this issue lies
an important discussion with the so-called “Uteron Sellers”, as the
shareholders that submitted the aforementioned additional items to
the SGM include several representatives of the Uteron Sellers.
The Uteron Sellers are a group of individuals
and entities that were amongst the former owners of Estelle, which
was acquired, through the intermediation of the Uteron Sellers, by
Mithra from Actavis. This happened before the Company’s IPO in
2015. In 2019, the payments that could have become payable to the
Uteron Sellers were re-set at EUR 250 million, and an amount of ca.
EUR 79 million (of which ca. EUR 14 million under the 2015
agreement) has already been paid by the Company to the Uteron
Sellers between 2015 and 2021. See also the Company's Annual
Reports for this period. As of today, under such contracts, the
Company would have a nominal outstanding obligation of EUR 185
million, which is reported at a present value of EUR 82.6 million
in the company books at June 30, 2023 according to IFRS accounting
principles.
The previous and current board members have been
having discussions with the Uteron Sellers in relation to these
agreements, including in relation to the validity and lawfulness
thereof, to lift this unreasonable burden. Amongst the current six
board members, only four have no conflict of interest with regards
to this matter. Those are the four independent board members who
were appointed at the last general shareholders’ meeting in May
2023. The Company, supported by the four non-conflicted independent
board members, is confident that its position has strong merits and
is in the interest of both the Company and its
stakeholders.
Given all these elements and taking into account
the proposed resolution which is now being tabled by some
shareholders closely related to the Uteron Sellers, we think it is
important to provide appropriate understanding and ensure proper
corporate governance to the shareholders so that they can vote on
the resolutions in your and Mithra’s best interests.
We are also aware that questions have been
raised about the proposal to increase the remuneration of
non-executive board members, which is one of the items on the
agenda of the SGM. To put things in context, the intention of
aligning board compensation to international standards was
supported unanimously by all board members in a way to retain and
attract competent and independent talents.
Your trust is of paramount importance to us, and
the management and the board remain committed to upholding the
highest standards of corporate governance and accountability. We
will continue to act in the best interests of all stakeholders and
will work tirelessly to navigate through these challenges and
secure a bright future for Mithra, focused on Women’s Heath and a
flagship for pharmaceutical companies in Belgium and the Liège
region.
Should the mandate of the four independent board
members be terminated by the SGM, the remaining board members at
that time will need to propose additional new board members in
order for the Company to have a board that meets the requirements
of Belgian law and relevant corporate governance standards.
Thank you for your continued confidence in our
company.
Sincerely,
On behalf of Mithra Pharmaceuticals SA
For more information, please
contact:
Mithra Pharmaceuticals SAAlex Sokolowski, PhDHead
of Investor Relationsinvestorrelations@mithra.com+32 (0)4 349 28
22 |
Frédérique DepraetereCommunications Directorinfo@mithra.com +32
(0)4 349 28
22 |
|
About Mithra
Mithra Pharmaceuticals SA (Euronext: MITRA) is a
Belgian biopharmaceutical company dedicated to transforming Women’s
Health by offering new choices through innovation, with a
particular focus on contraception and menopause. Mithra’s goal is
to develop products offering better efficacy, safety and
convenience, meeting women’s needs throughout their life span.
Mithra explores the potential of the unique native estrogen
estetrol in a wide range of applications in women health and
beyond. After having successfully launched the first estetrol-based
product in 2021, the contraceptive pill ESTELLE®, Mithra is now
focusing on its second product DONESTA®, the next-generation
hormone therapy. Mithra also offers partners a complete spectrum of
solutions from early drug development, clinical batches and
commercial manufacturing of complex polymeric products (vaginal
ring, implants) and complex liquid injectables and biologicals
(vials, pre-filled syringes or cartridges) at its technological
platform Mithra CDMO. Active in more than 100 countries around the
world, is headquartered in Liège, Belgium. www.mithra.com
ESTELLE® and DONESTA® are registered trademarks
of Mithra Pharmaceuticals or one of its affiliates.
Important information
The contents of this announcement include
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by
the use of forward-looking terminology, including the words
"believes", "estimates," "anticipates", "expects", "intends",
"may", "will", "plans", "continue", "ongoing", "potential",
"predict", "project", "target", "seek" or "should", and include
statements the Company makes concerning the intended results of its
strategy. By their nature, forward-looking statements involve risks
and uncertainties, and readers are cautioned that any such
forward-looking statements are not guarantees of future
performance. The Company's actual results may differ materially
from those predicted by the forward-looking statements. The Company
undertakes no obligation to publicly update or revise
forward-looking statements, except as may be required by law.
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- frecnh letter 2023-10-11_FR_EGM Update Shareholder letter
MITHRA FR-F
- 22 2023-10-11_EN_EGM Update Shareholder letter MITHRA EN
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