DiagnoCure's Board Maintains its Recommendation to Vote for Current
Directors
QUEBEC CITY, April 15, 2013 /CNW Telbec/ - 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.
About DiagnoCure
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.
Forward‐looking statements
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.
