Print   



  ZENTIVA N.V.

UPDATE ON THE EXTRAORDINARY GENERAL MEETING HELD ON 
APRIL 2, 2009

Zentiva N.V. ('Zentiva' or the 'Company') is pleased to provide the following update on its Extraordinary General Meeting of shareholders held in Amsterdam, the Netherlands, on April 2, 2009 (the 'EGM'):

Agenda Item 1 - Opening

Mr. Jiří Michal, the Chairman of the Board of Managing Directors (the 'Board') and the CEO of Zentiva chaired the EGM, as per Article 24 of Zentiva's Articles of Association.

Mr. Jan Scholts, a non-executive director of the Company, and Mr. Jan Vild, the General Counsel of Zentiva, were also present at the EGM.

Agenda Item 2 - Announcements

Mr. Krishna van Zundert was appointed as secretary of the EGM.

The Chairman explained that on the agenda of the EGM, there were 11 resolutions to vote on. The Chairman further explained that during the EGM, shareholders would have an opportunity to ask questions and request clarification as to the relevant agenda points.

Based on pre-EGM registrations, 9,487,296 shares were registered for the EGM. At the start of the EGM, shareholders in respect of 9,486,663 shares were physically present or represented (either personally or through a proxy) for the EGM.

Agenda Item 3 - Status of the Sanofi-Aventis Europe takeover offer, recent and upcoming events

The next agenda item was to discuss the status of the Sanofi-Aventis Europe takeover offer, recent and upcoming events. This was a non-voting item.

Mr. Jiří Michal asked Mr. Jan Vild to provide an overview to the shareholders present at the EGM, and Mr. Jan Vild updated the shareholders as follows:

'You will recall that on February 9, 2009, an extraordinary general meeting was held to discuss the improved offer by Sanofi-Aventis Europe to acquire Zentiva's shares at CZK 1,150 per share (the 'Improved Sanofi Offer'). Following the discussion at that EGM, PPF withdrew its court petition to obtain authorization to convene an EGM in which it would be proposed to replace the entire Board.

On February 20, 2009, the Improved Sanofi Offer period expired and on February 25, 2009, the Improved Sanofi Offer was declared unconditional with acceptances implying post-offer Sanofi-Aventis Europe's share in Zentiva of 94.25%.

On March 11, 2009, the Improved Sanofi Offer was successfully closed, resulting in Sanofi-Aventis Europe's share in Zentiva of 96.8%. This percentage includes shares purchased by Sanofi-Aventis Europe outside the offer after the expiry of the offer period.

From then on, Sanofi-Aventis Europe continued to purchase Zentiva shares and its current shareholding in Zentiva is close to 99%.

On March 24, 2009, Zentiva applied for delisting of Zentiva shares and global depositary shares from the Prague and London Stock Exchanges. The delisting was approved by the Prague Stock Exchange on March 30, 2009; no further approval of the delisting is required from the London Stock Exchange. The last trading date on the Prague Stock Exchange will be April 27, 2009, and the last trading date on the London Stock Exchange will be April 23, 2009. Zentiva also served a notice on The Bank of New York Mellon to terminate deposit agreements in respect of all Zentiva global depositary shares, and these deposit agreements will be terminated as of June 30, 2009.

Following delisting, Zentiva will no longer be subject to various reporting obligations under Dutch, Czech, and UK securities laws. 

It is expected that in May 2009, Sanofi-Aventis Europe will initiate proceedings under Dutch law to squeeze-out the remaining minority shareholders. We also expect that the proposed squeeze-out price will be CZK 1,150 per share. The squeeze-out price will be determined by a Dutch court.'

Following this update, Mr. Jiří Michal invited shareholders present at the EGM to ask questions to the Board. There being no questions, Mr. Michal proceeded to the next agenda item.

Agenda Item 4 - Discharge of liability of certain Directors B

The next point on the agenda was discharge of liability of certain Directors B. This was a voting item.

Mr. Michal explained as follows:  

'Following the successful outcome of the takeover offer by Sanofi-Aventis Europe or for personal reasons, three of the current Directors B, Messrs. Brad Wilson, Johannes Scholts, and Jean-Michel Levy, resigned from the Board, such resignation to be effective as of the end of the day of this Extraordinary General Meeting.

It is proposed to the Extraordinary General Meeting to discharge these Directors B from all liability in relation to the exercise of their duties until the date of their resignation (i.e. April 2, 2009).'

There being no questions, Mr. Michal invited shareholders present at the EGM to cast their votes and the EGM resolved as follows:

To discharge Mr. Brad Wilson, Director B of the Company, from all liability in relation to the exercise of his duties until the date of his resignation (i.e. April 2, 2009).

To discharge Mr. Johannes Scholts, Director B of the Company, from all liability in relation to the exercise of his duties until the date of his resignation (i.e. April 2, 2009).

To discharge Mr. Jean-Michel Levy, Director B of the Company, from all liability in relation to the exercise of his duties until the date of his resignation (i.e. April 2, 2009).

Agenda Item 5 - Appointment of four Directors B

The next point on the agenda was appointment of four Directors B. This was a voting item.

Mr. Michal explained as follows:  

'Currently, the Board is composed of one Director A (executive director) and five Directors B (non-executive directors). One Director B seat is currently vacant. As noted before, three Directors B resigned from the Board as of the end of April 2, 2009.

On March 11, 2009 the Board resolved to increase the number of Directors B to seven. Therefore, there are four Director B vacancies on the Board open for election by this Extraordinary General Meeting.

The Board recommends appointment of Ms. Laurence Debroux, Mr. Bart Filius, Ms. Belén Garijo, and Mr. Philippe Luscan. Biographies of these candidates were part of the convening notice for this Extraordinary General Meeting. The candidates hold no shares in the Company.'

There being no questions, Mr. Michal invited shareholders present at the EGM to cast their votes and the EGM resolved as follows:

To appoint Ms. Laurence Debroux as Director B for the term starting on April 3, 2009 and expiring at the end of the day of the annual general meeting to be held in the year 2013.

To appoint Mr. Bart Filius as Director B for the term starting on April 3, 2009 and expiring at the end of the day of the annual general meeting to be held in the year 2013.

To appoint Ms. Belén Garijo as Director B for the term starting on April 3, 2009 and expiring at the end of the day of the annual general meeting to be held in the year 2013.

To appoint Mr. Philippe Luscan as Director B for the term starting on April 3, 2009 and expiring at the end of the day of the annual general meeting to be held in the year 2013. 

Agenda Item 6 - Adoption of remuneration of newly appointed Directors B

The next point on the agenda was adoption of remuneration of newly appointed Directors B. This was a voting item.

Mr. Michal explained as follows:  

'The Board proposes that the Extraordinary General Meeting approves the remuneration of the newly appointed Directors B. Specifically, Ms. Laurence Debroux, Mr. Bart Filius, Ms. Belén Garijo, and Mr. Philippe Luscan shall receive no compensation for performance of their duties as Directors B.'

There being no questions, Mr. Michal invited shareholders present at the EGM to cast their votes and the EGM resolved as follows:

To determine the remuneration for Ms. Laurence Debroux, Mr. Bart Filius, Ms. Belén Garijo, and Mr. Philippe Luscan, as presented to the Extraordinary General Meeting by the Board. 

Agenda Item 7 - Authorization to the Board to issue new shares

The next point on the agenda was authorization to the Board to issue new shares. This was a voting item.

Mr. Michal explained as follows:  

'Under Article 4 of our Articles of Association, until May 21, 2009 the Board is authorized to issue shares up to the maximum number of shares available under the Company's authorized share capital.

This proposal concerns the extension of the authorization of the Board as per May 21, 2009 for a further period of 5 years to issue shares up to the maximum number of shares available under the Company's authorized share capital at present or at any time in the future.'

There being no questions, Mr. Michal invited shareholders present at the EGM to cast their votes and the EGM resolved as follows:

To authorize the Board as per May 21, 2009 for a period of 5 years, to resolve on the issue, and grant of rights to subscribe for, shares up to the maximum number of shares available under the Company's authorized share capital at present or at any time.

Agenda Item 8 - Authorization to the Board to restrict or exclude the pre-emption rights of shareholders

The next point on the agenda was authorization to the Board to restrict or exclude the pre-emption rights of shareholders. This was a voting item.

Mr. Michal explained as follows:  

'Under Article 5 of our Articles of Association, until May 21, 2009 the Board is authorized to restrict or exclude the pre-emption rights allowed to shareholders by virtue of the law in respect of the issue of shares or the granting of subscription rights, provided that the Board has also authority to resolve upon issue of shares.

This proposal concerns the extension of the authorization of the Board as per May 21, 2009 for a further period of 5 years to restrict or exclude the pre-emption rights allowed to shareholders by virtue of the law in respect of the issue of shares or the granting of subscription rights, but only regarding shares issued pursuant to a resolution of the Board.'

There being no questions, Mr. Michal invited shareholders present at the EGM to cast their votes and the EGM resolved as follows:

To authorize the Board as per May 21, 2009 for a period of 5 years, to resolve to restrict or exclude the pre-emption rights allowed to shareholders by virtue of the law in respect of the issue of shares or the granting of rights to subscribe for shares in conformity with agenda item 7, but only regarding shares issued pursuant to a decision of the Board.

Agenda Item 9 - Authorization to the Board to acquire shares in the share capital of the Company on behalf of the Company

The next point on the agenda was authorization to the Board to acquire shares in the share capital of the Company on behalf of the Company. This was a voting item.

Mr. Michal asked Mr. Jan Vild to provide an explanation, which Mr. Jan Vild did as follows:

'This proposal concerns the extension of the authorization of the Board to acquire shares in the Company's share capital as follows:

(a)     As per April 2, 2009 for a period of 18 months, or, if earlier, until the date following the termination of the Company's listing the Prague Stock Exchange as referred to under (b) below, to acquire shares in the Company's share capital at any time during this period. The number of shares to be acquired is limited to the maximum number of shares in the Company's share capital - as permitted within the limits of the law and the Articles of Association - that the Company may at any time hold in its own share capital.

Shares may be acquired through the stock market or otherwise, at a price between par value and the highest stock price, not exceeding CZK 1150 paid in the offer by Sanofi-Aventis Europe to purchase all of the outstanding shares not beneficially owned by Sanofi-Aventis Europe, at the time of the acquisition by or on behalf of the Company. 

The authorization is to be utilized if and when appropriate. The proposal provides an additional tool for efficient balance sheet management. It is also helpful in connection with administration of the Company's stock option plan.

(b)    As per the date following the termination of the Company's listing on the Prague Stock Exchange, for a period of 5 years, to acquire shares in the Company's share capital at any time during this period. The number of shares to be acquired is limited to the maximum number of shares in the Company's share capital - as permitted within the limits of the law and the Articles of Association - that the Company may at any time hold in its own share capital.

Shares may be acquired against payment of a consideration per share which shall not be less than the par value and not be more than CZK 1150 paid in the offer by Sanofi-Aventis Europe to purchase all of the outstanding shares not beneficially owned by Sanofi-Aventis Europe, less dividends paid on the Company's shares to date and subsequent to completion of the offer, as well as any returns of capital to the shareholders. The conversion of any such amounts into euros would be made using a rate of exchange of the CZK against the euro as per the close of business on the business day immediately preceding the date on which the shares concerned were acquired by the Company.

The authorization is to be utilized if and when appropriate. The proposal provides an additional tool for efficient balance sheet management. It is also helpful in connection with administration of the Company's stock option plan.'

There being no questions, Mr. Michal invited shareholders present at the EGM to cast their votes and the EGM resolved as follows:

To authorize the Board (a) for a period of 18 months from the date of this Extraordinary General Meeting, or, if earlier, until the date following the termination of the Company's listing on the Prague Stock Exchange as referred to under (b) below, to acquire shares, on the stock market or otherwise, at a price between par value and the highest stock price, not exceeding CZK 1150 paid in the offer by Sanofi-Aventis Europe, up to a maximum number of shares in the Company's share capital within the limits of the law and the Articles of Association, at any time during this period; and (b) as per the date following the termination of the Company's listing on the Prague Stock Exchange, for a period of 5 years, to acquire shares in the Company's share capital, at a price between par value and CZK 1150 paid in the offer by Sanofi-Aventis Europe, less dividends paid on the Company's shares to date and subsequent to completion of the offer, as well as any returns of capital to the shareholders, up to a maximum number of shares in the Company's share capital within the limits of the law and the Articles of Association, at any time during this period.

Mr. Jiří Michal then closed the EGM.

Investor Relations		Media Relations
Petr Šulc Chief Financial Officer Tel: +420 267 242 737 petr.sulc@zentiva.cz	Alexander Marček Corporate Finance Director Tel: +420 267 243 745 alexander.marcek@zentiva.cz	Věra Kudynová PR Manager Tel: +420 267 242 312 vera.kudynova@zentiva.cz
Liběna Stiebitzová Investor Relations Specialist Tel: +420 267 243 055 libena.stiebitzova@zentiva.cz	General Inquiries Tel: +420 267 243 888 Fax: +420 272 702 869 investor.relations@zentiva.cz	Citigate Dewe Rogerson  Tel: +44 (0)20 7638 9571 David Dible david.dible@citigatedr.co.uk Chris Gardner  chris.gardner@citigatedr.co.uk

IMPORTANT NOTICES

Forward-looking Statements

This document contains 'forward-looking statements'. These forward-looking statements include all statements that are not historically known facts. They appear in a number of places throughout this document and include, but are not limited to, statements and underlying assumptions regarding Zentiva's intentions, beliefs, projections, plans, objectives, estimates, and current expectations concerning, amongst other things, Zentiva's results of operations, financial condition, liquidity, performance, prospects, growth, strategies, and the countries and industries in which Zentiva operates. Forward-looking statements are generally identified by the words 'expects,' 'anticipates,' 'believes,' 'intends,' 'estimates,' 'plans' and similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, many of which are difficult to predict and generally beyond the control of Zentiva. Forward-looking statements are not guarantees of future performance, and the actual results of Zentiva's operations, financial condition, liquidity, performance, prospects, growth, strategies, and the development of the countries and the industries in which Zentiva operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. Other than as required by applicable law, Zentiva does not undertake any obligation to update or revise any forward-looking information or statements.

Other Important Notices

This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or global depositary shares in Zentiva, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. 

Recipients of this document, or any part or any copy of it, may not, directly or indirectly, take, or transmit into, or further distribute the document in, the United States, Canada, Australia, or Japan, or to any resident thereof. The distribution of this document in other jurisdictions may also be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of US, Canadian, Japanese, Australian or other securities laws.

Zentiva's ordinary shares and global depositary shares have not been and will not be registered under the US Securities Act of 1933 (the 'Securities Act') and may not be offered or sold in the US except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

For the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the 'FSMA'), any potential invitation or inducement to engage in any investment activity included within this document (which Zentiva believes there is none) is directed only at (i) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the 'Financial Promotion Order'); (ii) persons who fall within Articles 49(2)(a) to (d) ('high net worth companies, unincorporated associations etc.') of the Financial Promotion Order; and (iii) any other persons to whom this document for the purposes of Section 21 of FSMA can otherwise lawfully be made (all such persons together being referred to as 'relevant persons'), and must not be acted on or relied upon by persons other than relevant persons. Any potential invitation or inducement to engage in any investment activity included within this document (which Zentiva believes there is none) is available only to relevant persons and will be engaged in only with relevant persons.

This document is published in both English and Czech version, however, only its English version should be considered the official one. Its Czech version is published solely for information purposes, and no representation is made and no warranty is given as to the accuracy of the Czech translation. Should there be any difference between the English and Czech version of this document, the English version shall always prevail.

NOTE FOR EDITORS

Zentiva N.V. is an international pharmaceutical company focused on developing, manufacturing and marketing modern generic pharmaceutical products. The Company has leading positions in the pharmaceutical markets in the Czech Republic, Slovakia, Romania, and Turkey and is growing rapidly in Poland, Russia, Bulgaria, Hungary, the Ukraine and the Baltic States. Zentiva's strategy is to further this growth by increasing patient access to modern medicines through primary care providers within the EU and Eastern Europe. This growth will be based on further organic development of Zentiva's existing business and through selective acquisitions, whilst maintaining profitable growth.

The Company addresses a wide range of therapeutic areas but has a particular focus on cardiovascular disorders, inflammatory conditions, pain, infections and diseases of the central nervous system and the gastrointestinal and urology fields.

The Zentiva Group employs almost 6,000 people and has production sites in the Czech Republic, Slovakia, Romania, and Turkey.

Zentiva is listed on the Prague and London Stock Exchanges.

ENDREGCKAKKNBKDQQD