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.
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.
