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.