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Cytopia and Other Progen Shareholders Maintain Call for Meeting
Date:2/8/2009

ed and merger terms are discussed and agreed.

Combine Meetings

While the requisitioning shareholders hold the number of shares (5%) necessary to call the meeting, there is far wider support from Progen shareholders for the new choice resolutions being proposed. A general meeting to achieve this should be held at the same time any merger with Avexa is considered to allow the Progen shareholders to choose between the two alternatives in the one meeting. Cytopia, in conjunction with another 18% of Progen shareholders, has formally requested Progen to align the holding of the two meetings and it is believed the same request has been made directly to the company by others.

Progen has advised that a combined meeting is not possible because of the requirement in the company's constitution for 35 business days' notice for directors' nominations. Accordingly, the general meeting to consider the Avexa merger should be delayed to enable all of the proposed resolutions to be considered together. This proposal will be put to the Progen board at the same time as the appropriate substantiation supporting the validity of the resolutions is supplied.

Proposed Progen and Avexa merger

The Progen board has released a notice of general meeting at which shareholders will be asked, amongst other things, to vote on the proposed merger with Avexa.

  • After adopting a high-risk strategy of electing to fund a Phase III clinical trial, raising $100m at approximately $5 per share, then cancelling the trial, the board is now asking shareholders to support the same strategy again in a different disease area.
  • It has advised that the merged entity would have combined cash of around $60 million, but $155 million would be needed to complete the four year Phase III program for the HIV drug candidate, leaving a $95 million shortfall.

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SOURCE Cytopia Ltd.
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