News
2019
Turning Point Therapeutics (formerly TP Therapeutics, Nasdaq: TPTX), a so far privately held company in the portfolio of HBM Healthcare Investments, has delivered a spectacular start in its IPO yesterday. Due to the high demand, the company increased the number of newly issued shares by around a quarter to 9.25 million new shares. The shares were placed at the upper end of the price range at USD 18.00 per share, raising gross proceeds of USD 166.5 million for the company. On yesterday’s first trading day, the stock price rose to USD 28.90 (+60.6%).
HBM Healthcare Investments initially invested USD 10 million in Turning Point Therapeutics in a private financing round prior to the IPO in October 2018 and increased its stake by an additional USD 4.5 million in the IPO. Following the IPO, HBM Healthcare Investments holds approximately 1.1 million shares worth USD 31.9 million. As a result of this transaction, the net asset value per HBM-share (NAV) increases by CHF 2.52 (+1.4%).
Turning Point Therapeutics is a clinical-stage precision oncology company with a pipeline of internally discovered investigational drugs designed to address key limitations of existing cancer therapies. The company’s lead program, repotrectinib, is a next-generation kinase inhibitor targeting genetic drivers of non-small cell lung cancer and advanced solid tumors.
Contact
For further information, please contact Dr Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
The financial year 2018/2019 once again ended successfully for HBM Healthcare Investments. The net asset value per share (NAV) increased by 15.6 percent to CHF 185.33 as of March 31, 2019. The share price rose by 22.1 percent to CHF 168.80.
Expected annual profit of about CHF 180 million
Based on the reported NAV as of 31 March 2019, HBM Healthcare Investments expects to report a net income of about CHF 180 million for the financial year 2018/2019 (previous year net income of CHF 116 million).
The result is preliminary and unaudited based on the current state of the financial closing process. The final annual result will be published on 17 May 2019.
Contact
For further information, please contact Dr Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
HBM Healthcare Investments withstood the market correction relatively well thanks to the partial hedge that the Company had in place, timely realisations from the portfolio of public companies to generate liquidity and the growth in the value of the portfolio of private companies. With a decline of 7.4 percent, the net asset value (NAV) per share contracted much less than comparable indices during the third quarter of the current financial year 2018/2019. Overall, HBM Healthcare Investments made a loss of CHF 96 million during the quarter under review.
Notwithstanding the negative result for the most recent quarter, the Company is showing a profit of CHF 81 million for the first nine months of the 2018/2019 financial year, with NAV up by 7.0 percent. The share price advanced by 12.8 percent during the same period.
Positive trend among private companies
A number of firms in the portfolio of private companies performed very well:
Neurelis filed for regulatory approval to the US FDA for VALTOCOTM, a nasal spray for the treatment of acute epileptic seizures. Approval is expected in 2019. In addition, in November the company concluded a USD 55 million financing round with CMS Medical Ventures, as a new investor. HBM Healthcare Investments contributed USD 9.5 million to this financing arrangement, which led to a CHF 20 million increase of the value of the holding.
In December, 1mg – the leading digital healthcare platform in India – completed a financing round over the equivalent of CHF 70 million that was led by a Swiss investor group. HBM Healthcare Investments itself contributed CHF 5 million. Once again, this financing round resulted in the upward revaluation of the company, increasing the value of the existing investment by around CHF 8 million.
Meanwhile, in all of 2018, Swiss company Amicus concluded new agreements with 15 companies to license, market or represent products in central and eastern Europe. This rapidly-expanding firm generated sales of more than EUR 70 million in 2018, and is on course to raise turnover to over EUR 100 million in 2019. The holding in Amicus continues to be valued at cost in the portfolio.
Shortly before the end of 2018, Harmony Biosciences applied to the FDA for regulatory approval for Pitolisant for the US market. Pitolisant is a drug that is used to treat narcolepsy and cataplexy, and is already approved in Europe.
Cathay Industrial Biotech, the Chinese manufacturer of organically based materials from renewable resources, completed the first phase of construction of a new production facility in Xinjiang, which is now operational. The company is planning to invest a further USD 500 million in a second phase of construction to double the production capacity in Xinjiang.
New investments in private companies
In addition to the follow-on financing rounds referred to above, the quarter under review brought new investments in four private companies:
> A total of CHF 15 million is being invested in two companies set up by the former scientific head and cofounder of Brahms, a very successful former HBM Healthcare Investments portfolio company. Both companies are based in Henningsdorf, Germany:
- Diagnostics firm Sphingotec develops and markets the innovative penKid® and bio-ADM® biomarkers to predict, diagnose and monitor the treatment of acute kidney injuries, heart failure, and septic shock. An initial EUR 4.5 million tranche of a total of EUR 9 million has been paid in.
- Andrenomed is conducting a phase II trial to test the adrecizumab antibody in the treatment of patients with septic shock. EUR 0.3 million in share capital has been paid in to date, with three further tranches to follow from early 2019 onwards. Andrenomed will receive a total of EUR 6 million.
> TP Therapeutics, an oncology firm based in San Diego, USA, received USD 10 million. In its most advanced development programme, the company is conducting a phase I/II trial of a kinase inhibitor for the targeted treatment of lung cancer.
> EUR 7 million is being invested in Danish company Galecto Biotech, with the first tranche – of EUR 3.2 million – already paid in. Galecto is conducting clinical trials of a compound to treat idiopathic pulmonary fibrosis.
Outlook
The accelerated price drop on the financial markets was followed after Christmas by a counterreaction which continued into the first few weeks of the new year. The lower level of valuations has also prompted resurgent M&A activity in the healthcare sector in recent weeks, with GSK acquiring Tesaro, Bristol-Myers Squibb purchasing Celgene, and Eli Lilly buying Loxo Oncology. The buyers offered high purchase premiums in each case. The takeovers have restored market sentiment in the healthcare sector somewhat, which should benefit HBM Healthcare Investments.
That said, financial market volatility can be expected to remain high as we enter the new year. The primary reasons for this are political developments, signs that the global economy is slowing down, and the tighter monetary policy that is already in place in the United States and will affect Europe in the future. HBM Healthcare Investments will monitor these developments closely and, when necessary, increase the market hedge on a portion of our public portfolio once again – having closed out around two thirds of it owing to the sharp drop in share prices during the fourth quarter.
With a global portfolio of high quality private and public companies, as well as plenty of liquidity, the Company remains very well positioned even in the current market climate. HBM Healthcare Investments is confident that the investment strategy and the carefully crafted portfolio will continue to generate attractive added value, in the years to come.
The Quarterly Report December 2018 is available on the Company’s website https://www.hbmhealthcare.com/en/investors/financial-reports
Contact
For further information, please contact Dr Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
HBM Healthcare completed a challenging calendar year 2018 for equity investments with a close to double-digit percent increase in value. The net asset value per share (NAV) rose by 9.9% to CHF 171.12 as at 31 December 2018. The share price gained 21.8%.
By contrast, the general market development in the healthcare sector showed a mixed picture for 2018. While the MSCI World Health Care Index rose by 3.1% in Swiss Franc terms, the Nasdaq Biotech Index (-9.6%) and the S&P Biotech ETF (-16.3%) posted significant declines in value.
HBM Healthcare Investments benefited primarily from value contributions from the portfolio of private companies (takeovers, IPO’s and revaluations of individual companies by third-party investors on the occasions of financing rounds). In addition, the partial market hedging on the portfolio of listed companies paid off. Due to the strong market correction in the fourth quarter of 2018, this hedging position was closed by about two-thirds.
HBM Healthcare Investments remains well positioned for the current volatile market environment. As of 31 December 2018, the Company had a high level of cash and cash equivalents of CHF 157 million (net of the CHF 46 million remaining repurchase obligation for market hedging). This corresponds to 13% of the net assets of about CHF 1.19 billion. With the expected completion of the acquisition of portfolio company Tesaro by GSK at the beginning of January 2019, cash and cash equivalents will increase by a further CHF 24 million or 2% of net assets. The share of listed companies is 53% (of which 7% hedged and 2% Tesaro) and that of private companies 43% of net assets. The volume of short-term and long-term liabilities of 9% of net assets remains moderate.
Result for the first 9 months of the financial year 2018/2019
Performance for the first nine months of the financial year 2018/2019, which ends on March 31, is also a positive, despite the sharp market correction in the 4th quarter of 2018. The net asset value per share rose by 7.0% and the share price by 12.8%. Based on the reported NAV as of 31 December 2018, HBM Healthcare Investments expects to report a net profit of about CHF 81 million for the first nine months of the financial year. In the same period of the previous year, net profit amounted to CHF 85.6 million.
These results are a preliminary based on the current state of the financial closing process. The definitive results will be published with the quarterly report December 2018 on 25 January 2019.
Contact
For further information, please contact Dr Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
2018
The second quarter of the 2018/2019 financial year saw HBM Healthcare Investments far exceed what had already been a very successful first-quarter result to make a profit of CHF 110 million. This takes net earnings for the first half of the year to CHF 177 million. As in the previous quarter, the share price rose almost twice as strongly as net asset value (NAV) per share, at 28.8 percent and 15.3 percent respectively, thereby further reducing the discount.
The increase in value came from private and public companies equally, confirming the Company's investment strategy. To ensure that the portfolio remains well balanced, HBM Healthcare Investments invested more than CHF 44 million in five private companies during the quarter just ended. It is also considering locking in the profits generated by certain public holdings. The partial hedge of the public portfolio remains in place.
HBM Healthcare Investments generated a profit of CHF 110.4 million in the second quarter of the 2018/2019 financial year, taking the total for the first half-year to CHF 176.9 million. Net asset value (NAV) per share rose by 15.3 percent in the first six months, while the share price soared by as much as 28.8 percent, thereby further reducing its discount to NAV.
The main contributors to the increase in profit were two private and two public companies.
The value of our holding in Y-mAbs Therapeutics was up by over CHF 48 million, to CHF 80 million, following the company's IPO in September. HBM Healthcare Investments took a CHF 23 million stake in Y-mAbs in October 2017, and increased its holding by a further CHF 9 million as part of the IPO.
Principia Biopharma, in which HBM Healthcare Investments made an initial investment of CHF 12 million in August 2018 as part of a private financing round, also went public in September. Here, too, the company took the opportunity of the IPO to increase its holding, by CHF 7 million. The value of this position had increased by CHF 17 million to CHF 36 million by the end of September.
BioArctic, which is listed on the Stockholm stock exchange, is working with partners Biogen and Eisai to develop a compound to treat Alzheimer's disease. The company attracted considerable attention in early July with the publication of positive data from a phase II trial. HBM Healthcare Investments invested just under CHF 8 million as the anchor investor when BioArctic went public in October 2017. Positive study results have seen the share price more than quadruple since then, contributing CHF 22 million to HBM Healthcare Investments’ earnings.
The Pacira Pharmaceuticals share price also recovered from a low level, taking the value of the investment CHF 18 million higher, to CHF 53 million.
New investments in private companies
In addition to the investment in Principia Biopharma referred to above, HBM Healthcare Investments has taken stakes in four more private companies since the end of June.
> USD 15 million was invested in Guangdong Jianke Pharmaceutical, China's leading online pharmacy and healthcare service platform. The company is planning to go public in the USA in 2019.
> Cardialen, a US medical technology company, is developing a small implant as a new means of treating cardiac arrhythmia. We invested USD 5 million in the company.
> A further USD 5 million was invested in Galera Therapeutics. Galera is conducting clinical trials of a compound to treat oral mucositis, a common side-effect of radiation therapies to treat cancer.
> USD 2 million was invested in the Chinese company Nuance Biotech as a co-investment with C-Bridge Capital. Nuance has a portfolio of products for the Chinese healthcare market. Among its other ventures, in June the company acquired the Chinese rights to the pain-killer Exparel® from Pacira.
Outlook
The two IPOs – of Principia and Y-mAbs – increased the proportion of public companies in the portfolio by nine percentage points compared with the previous quarter. They now account for 66 percent of net assets, or 55 percent when the market hedge is taken into account. Private companies (including funds and milestone payments) contracted slightly to 36 percent. The portfolio thus remains carefully balanced and well diversified.
In view of further potential IPOs in the future, HBM Healthcare Investments will realise some of the increase in value on the public companies and use the liquidity this generates for new investments and follow-on financing in the private companies segment. With these new investments, as well as upward revaluations following new financing rounds, the company expects the proportion of private companies in the portfolio to rise again in the months to come.
All in all, HBM Healthcare Investments remains confident about future growth in the value of its portfolio companies, although uncertainty about general market trends persists where the public companies are concerned. HBM Healthcare Investments will therefore maintain the partial market hedge of around a fifth of this part of the portfolio.
The Half-Year Report September 2018 is available on the Company’s website https://www.hbmhealthcare.com/en/investors/financial-reports.
Contact
For further information, please contact Dr Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
HBM Healthcare Investments’ net asset value per share (NAV) increased by 15.3% to CHF 184.86 in the first six months of the current financial year 2018/2019. The share price rose by 28.8% to CHF 178.40.
Based on the reported NAV, HBM Healthcare Investments expects a profit of around CHF 176 million for the first six months of the financial year. This compares to a profit of CHF 13.6 million for the same period of the previous year.
These results are preliminary based on the current state of work in preparing the financial statements. The semi-annual report September 2018 will be published on 25 October 2018.
Contact
For further information, please contact Dr Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
With Y-mAbs Therapeutics (Nasdaq: YMAB), another privately held portfolio company of HBM Healthcare Investments went public on Friday last week. The company issued 6 million new shares at a price of USD 16.00 per share, raising a total of USD 96 million. Y-mAbs’ share price rose to USD 24.00 (+50%) on the first trading day.
HBM Healthcare Investments invested USD 23.2 million in Y-mAbs in October 2017 and increased the position by a further USD 9.4 million in the IPO. Following the IPO, HBM Healthcare Investments owns 3.1 million shares worth USD 73.8 million, representing an ownership of approximately 9% in the company. The value increase of USD 41.1 million on the Y-mAbs investment raises the net asset value per HBM-share (NAV) by CHF 4.82 (+2.7%).
Y-mAbs is a late-stage clinical biopharmaceutical company focused on the development and commercialization of novel, antibody-based therapeutic products for the treatment of cancer. The Company has a broad and advanced product pipeline, including two pivotal-stage product candidates, naxitamab and omburtamab, which target tumors that express GD2 and B7-H3, respectively.
Contact
For further information, please contact Dr Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
Principia Biopharma (Nasdaq: PRNB), a so far privately held company in the portfolio of HBM Healthcare Investments, successfully completed its planned IPO on Friday last week. The company issued 6.25 million new shares at the upper end of the price range at USD 17.00 per share, raising a total of USD 106.25 million for the company. On the first trading day on Friday, the stock price rose to USD 32.65 (+92%).
HBM Healthcare Investments invested first USD 12 million in Principia in a private financing round prior to the IPO in August 2018 and increased its stake by an additional USD 7.2 million in the IPO. Following the IPO, HBM Healthcare Investments holds approximately 1.26 million shares worth USD 41.1 million. As a result of the IPO, the net asset value per HBM-share (NAV) increases by CHF 2.58 (+1.5%).
Headquartered in South San Francisco, California (USA), Principia Biopharma is a clinical-stage biopharmaceutical company dedicated to bringing transformative oral therapies to patients with significant unmet medical needs in immunology and oncology.
Contact
For further information, please contact Dr Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
The reduction of the share capital by means of cancellation of 80’000 registered shares and the par value reduction of CHF 1.50 per share, which were both approved at the Annual Shareholders’ Meeting on 25 June 2018, have been registered in the commercial register.
The share capital of HBM Healthcare Investments Ltd now amounts to CHF 396’720’000.-, divided into 6'960'000 registered shares with a par value of CHF 57.00 each. The par value repayment of CHF 1.50 to Shareholders will be made on 21 September 2018 (ex-date 19 September 2018).
Contact
For further information, please contact Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
Jianke, a privately held company based in Guangzhou, China, today announced the closing of a USD 130 million financing round. HBM Healthcare Investments participated with USD 15 million in this financing.
Jianke was founded in 2006 and is the largest online B2C pharmacy and healthcare services platform in China. The company has served more than 100 million customers in China by offering 680’000 stock keeping units (SKUs) and its healthcare advisory services.
Contact
For further information, please contact Dr Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com.
HBM Healthcare Investments got off to a strong start in the first quarter of the 2018/2019 financial year, generating a profit of CHF 66.6 million for the first three months to 30 June 2018. Net asset value (NAV) per share rose by 5.8 percent to CHF 170.50, while the share price advanced by 13 percent to CHF 157.20.
The portfolio remains well diversified and balanced. Thanks to a number of new investments in private companies, this allocation now accounts for 39 percent of net assets, while the proportion of public portfolio companies has fallen slightly to 57 percent (corresponding to 45 percent when the market hedge is taken into account). Management remains confident about prospects for the future.
A number of acquisitions, initial public offerings and financial transactions on the part of portfolio companies contributed to this pleasing profit for the quarter: Eli Lilly took over the public immuno-oncology company ARMO BioSciences (profit contribution for the quarter under review: CHF 22.3 million) for USD 1.6 billion. Prior to and during the IPO, HBM Healthcare Investments invested a total of USD 22 million in ARMO. This investment generated a total profit of USD 57 million.
The quarter also saw AveXis, which operates in the gene therapy field, acquired by Novartis (profit contribution for the quarter under review: CHF 8.5 million). HBM Healthcare Investments had invested a total of USD 14 million in the public company since 2016 and realised an aggregate profit of USD 17 million from its holding.
Meanwhile, private company Aptinyx completed a successful IPO (profit contribution for the quarter under review: CHF 13.8 million). HBM Healthcare Investments took an initial USD 6.5 million stake in Aptinyx in December 2017 and increased its holding by a further USD 2 million as part of the IPO.
The takeover of private company TandemLife (Cardiac Assist) by LivaNova was completed at the beginning of April. HBM Healthcare Investments received about CHF 24 million from the upfront payment.
In addition, the holding in private Indian company Sai Life Sciences performed very successfully (profit contribution for the quarter under review: CHF 10.6 million). A major US private equity investor acquired a significant stake from co-investors and will provide the company with further growth capital. HBM Healthcare Investments did not exercise its right to sell its stake and will instead participate in the financing for the company. The holding in Sai Life Sciences has therefore been revalued on the basis of the company’s value following this transaction.
The 3.8 percent appreciation in the US dollar against the Swiss franc also had a positive effect on results for the quarter.
New investments in private companies
A capital commitment of USD 10 million was made to C-Bridge Capital during the quarter under review. C-Bridge is a private equity investor which specialises in the Chinese healthcare sector. In partnership with C-Bridge, HBM Healthcare Investments has made an initial direct investment of USD 3 million in Everest Medicines. Everest is developing a platform to licence compounds from abroad and distribute them in the Chinese healthcare market.
Additionally, a further four new investments were made in private companies:
> The Irish company Sublimity Therapeutics will receive a total of EUR 8 million, the first tranche of which – EUR 3.5 million – has already been paid. The company is conducting clinical trials of an oral formulation for a compound to treat patients with ulcerative colitis, a chronic inflammation of the colon.
> USD 4 million went to Corvidia Therapeutics, a spin-off of AstraZeneca that is based near Boston. Corvidia has an antibody to treat patients with chronic kidney disease in phase II clinical development.
> An investment commitment totalling EUR 5 million was made to Belgian company iTeos Therapeutics. The first tranche of EUR 1.6 million has been paid to date. iTeos operates in the immuno-oncology field.
> USD 5 million was invested in holding company Cure Everlife. USD 3 million of the total has been paid to date. Based in Singapore, Everlife is building a distribution platform for medical devices in south-east Asia.
Asset allocation
The new investments increase the share of the portfolio accounted for by private companies (including funds and milestone payments) slightly to 39 percent of net assets. The takeover of ARMO BioSciences meant that the share of net assets accounted for by public companies fell to 57 percent. About a fifth of this share remains hedged, further reducing the general market risk attached to public companies to 45 percent of net assets.
The portfolio thus displays a healthy balance between private and public companies with significant value-creation potential. In addition, HBM Healthcare Investments has sufficient liquidity to make new investments in private companies and to seize opportunities that arise in the public segment.
Outlook
Prospects remain largely unchanged. HBM Healthcare Investments expects the portfolio of private companies to generate further value over the next 18 months thanks to IPOs, trade sales and financing rounds. Further attractive new investments in private companies will also be finalised in the near future.
A number of potentially value-generating events – such as clinical study data and approval decisions – are expected for the portfolio of public companies. HBM Healthcare Investments expects these to have a positive overall effect on the Company’s net asset value.
All in all, the portfolio is well positioned in the current market climate in terms of both its mix between private and public companies, and its geographical allocation in the USA, Europe and Asia.
The Quarterly Report June 2018 is available on the Company’s website https://www.hbmhealthcare.com/en/investors/financial-reports
Contact
For further information, please contact Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
.
At today’s ordinary Shareholder’s Meeting of HBM Healthcare Investments Ltd the Shareholders approved all proposals submitted by the Board of Directors. A total of about 44% of all shares were represented at the Shareholders’ Meeting.
The Chairman of the Board of Directors, the Members of the Board of Directors as well as the Members of the Compensation Committee were all re-elected for a further term of one year. The Shareholders also approved the proposed compensation to the Board of Directors and to the Management.
Along with the reduction of the share capital by means of cancellation of 80’000 registered shares, the Shareholders also approved a withholding tax-exempt distribution from the reserve from capital brought in of CHF 5.50 per share. The cash payment to Shareholders will be made on 29 June 2018. Until 26 June 2018, the shares will be traded with entitlement for the cash distribution (as from 27 June 2018 without such entitlement, ex-date).
Further, the Shareholders approved an additional withholding tax-exempt cash distribution of CHF 1.50 per share by means of a par value reduction. The cash payment to Shareholders will be made after the expiration of the legal deadlines, presumably on 21 September 2018 (ex-date 19 September 2018).
After the entry of the two capital reductions in the commercial register, which is expected in early September 2018, the new share capital of HBM Healthcare Investments Ltd is CHF 396’720’000.-- and is divided in 6'960'000 registered shares with a par value of CHF 57.-- each.
The presentation shown at the Shareholders’ Meeting is available on the Company’s website http://hbmhealthcare.com/en/investors/information
Contact
For further information, please contact Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
The initial public offering (IPO) of Aptinyx (Nasdaq: APTX), a company in the portfolio of HBM Healthcare Investments, attracted considerable interest. The company increased its offering from 5.3 million shares to 6.4 million shares. The new shares were placed at a price of USD 16.00 per share, at the high end of the price range, which raised a total of USD 102 million in new capital for the company. On the first trading day, the share price rose to USD 20.20 (+26.3%).
HBM Healthcare Investments first invested USD 6.5 million in Aptinyx in December 2017 (purchase of 0.79 million shares at USD 8.22) and increased its stake by an additional USD 2 million in the initial public offering. Following the IPO, HBM Healthcare Investments holds approximately 0.92 million shares worth USD 18.55 million. As a result of the IPO, the net asset value per HBM-share (NAV) increases by CHF 1.21 (+0.68%).
Aptinyx is developing novel small molecule therapeutics for neurological disorders.
Contact
For further information, please contact Dr Andreas Wicki on +41 41 710 75 77, or at andreas.wicki@hbmhealthcare.com
Zug, 18. May 2018
HBM Healthcare Investments Ltd
Bundesplatz 1, 6300 Zug
Invitation to the 17th Ordinary Shareholders' Meeting
Monday, 25 June 2018, 2:00 pm
Theater Casino Zug
Artherstrasse 2 - 4
6300 Zug
The admission office opens at 1:30 pm.
Agenda and motions of the Board of Directors:
1. Statutory financial statements and group financial statements 2017/2018;
reports of the auditors
Motion: Approval of statutory financial statements and group financial statements for the 2017/2018 business year
2. Discharge from liability of the members of the Board of Directors and Management
Motion: Discharge from liability of the members of the Board of Directors and of the Management for the 2017/2018 business year
3. Appropriation of results
Motions:
3.1 Appropriation of disposable profit of CHF 136'370'716 as follows:
in CHF | 2017/2018 | |
profit for the year profit carry forward | 54'974'908 81'422'808 | |
disposable profit | 136'370'716 | |
– allocation to the general legal reserve | 0 | |
– carry forward to the new account | 136'370'716 | |
3.2 Withholding tax-exempt cash distribution from the reserve from capital brought in of CHF 5.50 per entitled share*, i.e. a maximum of CHF 38.3 million
* All registered shares in HBM Healthcare Investments Ltd which are not held by the Company itself are entitled to receive a distribution. Changes in the Company's holdings may still change the number of entitled shares.
In view of the business result, the Board of Directors proposes first a cash distribution of CHF 5.50 per share, in the form of a withholding tax-exempt dividend from the reserve from capital brought in. Should the motion be passed, the cash payment of CHF 5.50 per registered share will be made on 29 June 2018. Registered shares which are entitled to receive the dividend will be traded for the last time on 26 June 2018. As of 27 June 2018 they will be traded without the distribution entitlement (ex date). An additional distribution is proposed in agenda item 9.2.
4. Elections regarding the Board of Directors
4.1 Re-elections of the Chairman and of the Members of the Board of Directors
Motions:
a. Re-election of Mr Hans Peter Hasler as Chairman of the Board of Directors to the close of the 2019 Ordinary Shareholders' Meeting
b. Re-election of Prof. Dr h.c. mult. Heinz Riesenhuber as member of the Board of Directors to the close of the 2019 Ordinary Shareholders' Meeting
c. Re-election of Dr Eduard Holdener as member of the Board of Directors to the close of the 2019 Ordinary Shareholders' Meeting
d. Re-election of Mr Robert A. Ingram as member of the Board of Directors to the close of the 2019 Ordinary Shareholders' Meeting
e. Re-election of Dr Rudolf Lanz as member of the Board of Directors to the close of the 2019 Ordinary Shareholders' Meeting
f. Re-election of Mr Mario Germano Giuliani as member of the Board of Directors to the close of the 2019 Ordinary Shareholders' Meeting
Mr Hans Peter Hasler has been a member of the Board of Directors since 2009, and its Chairman since 2011. To date he also was a member of the Compensation Committee. He knows the biotech business, having spent eight years in leading positions at Biogen Idec and, previously, Wyeth. Mr Hasler is CEO of Vicarius Pharma, Chairman of the Board of Directors of MIAC AG (Medical Imaging Analysis Center, a not-for-profit organisation of the University Hospital of Basel), member of the Board of Directors of Dr. Reddy's Laboratories and Minverva Neurosciences.
Mr Prof. Dr Heinz Riesenhuber has been a member of the Board of Directors since 2001, and its Vice-Chairman since 2006. He has also been a member of the Audit Committee. He is a certified chemist and has 15 years' industry experience as the CEO of subsidiaries of Metallgeschaft AG. Prof. Riesenhuber was a member of the German Federal Parliament from 1976 until 2017 and served as Federal Minister of Research and Technology from 1982 to 1993. Prof. Riesenhuber is a member of the Investors Committee of Heidelberg Innovation BioScience Venture II, as well as Chairman of the advisory board of Rock Tech Lithium Inc..
Mr Dr Eduard Holdener has been a member of the Board of Directors since 2008. He is an onco-haematologist, and has 14 years' clinical experience in a hospital environment in Switzerland and the USA, as well as 22 years' experience in clinical research and development at Roche. In his last eight years at Roche, he was Head of Global Clinical Deve-lopment, as well as member of the Pharma Executive and the Corporate Executive Committee. Dr Holdener is Chairman of the Board of Directors and CEO of NovImmune SA.
Mr Robert Ingram has been a Member of the Board of Directors since 2006. He is also a member of the Nominating Committee and a member of the Compensation Committee. He is an economist with world-wide knowledge and personal network in the pharma industry, especially in the USA, where the majority of HBM Healthcare Investments' portfolio companies are based. Mr Ingram worked at GlaxoSmithKline for 20 years, in positions including Chairman, COO and CEO. He is Chairman of the Board of Directors of Novan Inc., Viamet Pharmaceuticals Inc., Cree Inc. and BioCryst Pharmaceuticals Inc..
Mr Dr Rudolf Lanz has been a member of the Board of Directors since 2003. He is also a member of the Audit Committee and a member of the Nominating Committee. He has a master's degree in economics and a doctorate in law, and has longstanding professional experience in acquisitions, divestments, mergers and major financing transactions. For 20 years, Dr Lanz worked mainly in management positions at Ernst & Young, before founding "The Corporate Finance Group" with partners, and becoming the Chairman of its Board of Directors. Dr Lanz is a member of the Board of Directors of Pearls Fashion Holding AG and of MIAC AG (Medical Imaging Analysis Center, a not-for-profit organisation set up by the University Hospital of Basel).
Mr Mario Germano Giuliani has been a member of the Board of Directors since 2012. He is also a member of the Compensation Committee. He is an economist. In the course of 16 years at his family pharmaceutical company, Milan-based Giuliani SpA, he has held positions at all levels: member of the Board of Directors since 1999, Chairman of the Board of Directors from 2003-2014 and Chief Executive Officer from 2001-2014. Mr. Giuliani is also a member of the Investment Committee of Mosaix Ventures LLP and Royalty Pharma, member of the Board of Directors of Jukka LLC as well as Chairman of the Board of Directors of NGR (Monaco) SAM and Fair-Med Healthcare AG.
4.2 Re-election of the members of the Compensation Committee
Motions:
a. Re-election of Mr Mario Germano Giuliani as a member of the Compensation Committee to the close of the 2019 Ordinary Shareholders' Meeting
b. Re-election of Mr Robert Ingram as a member of the Compensation Committee to the close of the 2019 Ordinary Shareholders' Meeting
To date Mr Hans Peter Hasler was a member of the Compensation Committee too. He now wishes to refrain from re-election to this committee. The Board of Directors sees no need for a replacement.
5. Compensation to the Board of Directors and to the Management
5.1 Fixed compensation to the Board of Directors
Motion: Approval of the maximum fixed compensation to the Board of Directors of CHF 450’000 (including social security contributions) for the time between the Ordinary Shareholders’ Meetings 2018 and 2019
5.2 Variable compensation to the Board of Directors
Motion: Approval of the variable compensation to the Board of Directors of CHF 1'017'600, plus pro rata social security contributions of CHF 36'082, for the 2017/2018 business year
5.3 Fixed compensation to the Management
Motion: Approval of the maximum fixed compensation to the Management of CHF 330‘000 (including social security contributions) for the time between 1 July 2018 and 30 June 2019
The amounts proposed are explained in detail in the Compensation Report. Due to the fact that the High Water Mark has been exceeded, the Members of the Board of Directors are entitled to a variable compensation for the financial year 2017/2018. There is currently no agreement for a variable compensation to the Management in place.
6. Appointment of auditors
Motion: Re-appointment of Ernst & Young AG, Zurich, as auditors of the statutory financial statements and the group financial statements for the 2018/2019 business year
7. Appointment of independent proxy-holder
Motion: Appointment of KBT Treuhand AG, Zurich, as independent proxy-holder to the close of the 2019 Ordinary Shareholders' Meeting
8. Reduction of share capital by means of cancellation of own shares
Motion: (1) Reduction of share capital of CHF 411'840'000.-- to CHF 407'160'000.-- by cancellation of 80‘000 registered shares at a par value of CHF 58.50 each;
(2) Formal acknowledgement of the audit report from Ernst & Young AG, which states that creditor receivables are covered in full even after the share capi-tal has been reduced;
(3) Amendment of Art. 3 of the Articles of Association, concerning share capital, as follows (changes marked):
"The share capital of the corporation is CHF 411'840'000.-- 407'160'000.-- and is divided in 7'040'000 6‘960‘000 registered shares with a par value of CHF 58.50 each. All shares are fully paid in."
As part of the 2016 share buy-back programme, up to the date on which this invitation was sent out, the Company acquired another 80‘000 of its own shares, i.e. about 1.1% of the shares outstanding, via a second trading line on SIX Swiss Exchange AG, which are to be cancelled at the Ordinary Shareholders' Meeting.
9. Nominal value reduction and partial repayment (additional distribution)
Motion: (1) Reduction of the share capital from CHF 407'160'000.-- [after execution of agenda item 8] to CHF 396'720'000.-- by reducing the par value of the 6'960'000 registered shares from CHF 58.50 to CHF 57.-- and repayment of CHF 1.50 per share to the shareholders;
(2) Formal acknowledgement of the audit report of Ernst & Young AG, which states that creditor receivables are covered in full even after the share capital has been reduced;
(3) Amendment of Art. 3 of the Articles of Association, concerning the share capital, as follows (changes marked, depending on agenda item 8):
"The share capital of the corporation is CHF 407,160,000.-- 396'720'000.-- and is divided in 6'960'000 registered shares with a par value of CHF 58.50 57.-- each. All shares are fully paid-in."
10. Miscellaneous
Documentation
The 2017/2018 annual report, including the statutory financial statements, the group financial statements, the compensation report, as well as the reports of the auditors, is sent out to all shareholders entered in the Shareholders' Register unless they have requested not to receive a copy. It is also available for review at Bundesplatz 1, 6300 Zug, Monday to Friday from 9.00 am to 5.00 pm. It can be ordered from the same address. Please call +41 (0)41 710 75 77. The same applies to the Ernst & Young AG audit reports with regard to agenda items 8 and 9.1. The annual report is also available on the www.hbmhealthcare.com website.
Admission cards / voting materials
Shareholders who are entered in the Shareholders' Register with the right to vote as at 5.00 pm on 15 June 2018 (the qualifying date) will receive the invitation as well as, upon request, a personal admission card and the voting materials directly from the company.
Shareholders who are entitled to vote according to the Shareholders' Register as of the qualifying date may participate in the Ordinary Shareholders' Meeting. Each share carries one vote. Shareholders who have sold their shares before the Ordinary Shareholders' Meeting takes place are no longer entitled to vote.
Granting of powers of attorney
Shareholders who do not participate in person in the Ordinary Shareholders' Meeting may appoint as a representative a different shareholder, a third party, or Mr Reto Leemann, chartered fiduciary agent, KBT Treuhand AG, Zimmergasse 16, 8032 Zurich, as independent proxy holder in the sense of Art. 689c of the Swiss Code of Obligations. Granting of powers of attorney to members of governing bodies or custody accounts is illegitimate.
The power of attorney on the registration form must be filled in accordingly, signed and returned to the independent proxy holder, or to the Shareholders' Register at Computershare Switzerland Ltd., Baslerstrasse 90, CH-4600 Olten, by 20 June 2018 at the latest.
In the absence of any specific instructions, the independent proxy-holder will be deemed to have been instructed to exercise the voting right in favour of the motions of the Board of Directors. This also applies to motions put forward in the Ordinary Shareholders’ Meeting.
As an alternative to written power of attorneys, Shareholders have the opportunity to submit power of attorneys and voting instructions to the independent proxy-holder electronically via the platform https://ip.computershare.ch/hbmag of Computershare Switzerland Ltd. Shareholders who wish to make use of this may follow the enclosed instructions regarding the opening of a Shareholder account and the registration to the Ordinary Shareholders’ Meeting.
Admission office
The admission office opens at 1.30 pm on the day of the Ordinary Shareholders' Meeting. Shareholders are asked to present their admission cards at the entrance.
Registration
We ask you kindly to return the registration form by 20 June 2018 if you intend to participate in the Ordinary Shareholders' Meeting.
Reception
The Board of Directors is pleased to invite you to a reception after the meeting.
Zug, 1 June 2018 On behalf of the Board of Directors
The Chairman: Hans Peter Hasler
Due to the ongoing debate and last week’s decision by the Council of States in Switzerland on the tax bill 17, the Board of Directors of HBM Healthcare Investments AG has decided to amend agenda item 9 of the invitation for the Annual Shareholders Meeting taking place on 25 June 2018 as follows:
The two motions of the Board of Directors for a par value reduction of CHF 30.- per share to increase the reserve from capital brought in (agenda item 9.1) and the subsequent cash payment of CHF 1.50 per share from this increased reserve (agenda item 9.2) shall be limited to a simple reduction in par value with a cash payment of CHF 1.50 per share.
The proposed cash distribution for the 2017/2018 financial year thus remains unchanged at a total of CHF 7.00 per share. If approved, CHF 5.50 per share will be paid, free of withholding tax, from the existing capital reserve after the Annual General Meeting (payment date June 29, 2018, ex date June 27, 2018). A further CHF 1.50 per share will be paid after the statutory deadline as a withholding tax-exempt par value repayment, expected on September 21, 2018 (ex date September 19, 2018).
This amended resolution does not change the distribution policy of the company. It merely serves the purpose of optimally preserving the company's withholding tax-free distributable substrate. This is due to the development in the ongoing debate on the tax bill 17 concerning the introduction of a possible repayment rule for distributions from the capital reserve and the legal uncertainty currently associated with it.
Shareholders will receive the voting documents for the amended motion under agenda item 9 by post this week.
Contact
For further information, please contact Erwin Troxler on +41 41 710 75 77, or at erwin.troxler@hbmhealthcare.com
Due to the ongoing debate and last week’s decision by the Council of States in Switzerland on the tax bill 17, the Board of Directors of HBM Healthcare Investments AG has decided to amend agenda item 9 of the invitation for the Annual Shareholders Meeting taking place on 25 June 2018 as follows:
The two motions of the Board of Directors for a par value reduction of CHF 30.- per share to increase the reserve from capital brought in (agenda item 9.1) and the subsequent cash payment of CHF 1.50 per share from this increased reserve (agenda item 9.2) shall be limited to a simple reduction in par value with a cash payment of CHF 1.50 per share.
The proposed cash distribution for the 2017/2018 financial year thus remains unchanged at a total of CHF 7.00 per share. If approved, CHF 5.50 per share will be paid, free of withholding tax, from the existing capital reserve after the Annual General Meeting (payment date June 29, 2018, ex date June 27, 2018). A further CHF 1.50 per share will be paid after the statutory deadline as a withholding tax-exempt par value repayment, expected on September 21, 2018 (ex date September 19, 2018).
This amended resolution does not change the distribution policy of the company. It merely serves the purpose of optimally preserving the company's withholding tax-free distributable substrate. This is due to the development in the ongoing debate on the tax bill 17 concerning the introduction of a possible repayment rule for distributions from the capital reserve and the legal uncertainty currently associated with it.
Shareholders will receive the voting documents for the amended motion under agenda item 9 by post this week.
Contact
For further information, please contact Erwin Troxler on +41 41 710 75 77, or at erwin.troxler@hbmhealthcare.com
Kindly receive hereafter the media release
Publication of Annual Report 2017/2018 and Invitation to the Ordinary Shareholders' Meeting
the
Invitation to the 17th Ordinary Shareholders' Meeting
as well as the