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Progen Shareholders Call Meeting to Spill Progen Board and Offer Merger or Full Cash Back to Shareholders
Date:1/28/2009

MELBOURNE, Australia, Jan. 28 /PRNewswire/ -- Cytopia Ltd (ASX: CYT) has joined with other Progen Pharmaceuticals Ltd (ASX: PGL) shareholders to call a Progen general meeting to elect a new board, pursue a merger and enable the first full share buyback offer to Progen shareholders.

Key resolutions being put to Progen shareholders include:

  • Offering those shareholders who wish to do so the opportunity of having their shares bought back for $1.10 per share
  • Removal of the current board and replacement with three independent directors who would be elected on a declared platform of exploring a merger between Cytopia and Progen

To minimize cost and inconvenience the meeting notice requests Progen to put the resolutions for consideration at the same time that a general meeting is held to consider the proposed merger between Progen and Avexa Ltd (ASX: AVX). This will give shareholders much greater flexibility of choice and all resolutions can be dealt with in one forum.

A copy of the Requisition of General Meeting notice and a Members' Statement are appended to this announcement. The Members' Statement provides further detail on the calling of the meeting and the proposed resolutions.

The meeting resolutions provide clear choice for Progen shareholders. By not capping the buyback of shares, every shareholder has the opportunity to either support the further development of Progen under new board and management or, redeem cash of $1.10 per share, subject to available net cash reserves. This is currently denied to Progen shareholders under the proposed Avexa merger terms where only $20 million is available for the share buyback.

Cytopia is of the view that the Progen board appears to have lost the confidence of many investors after seemingly few achievements in the past few years.

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SOURCE Cytopia Ltd
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