DiagnoCure's Adoption of an Advance Notice Policy
Published: Apr 09, 2013
QUEBEC CITY, April 9, 2013 /PRNewswire/ - In view of the annual and special meeting of its shareholders on April 29, 2013, DiagnoCure Inc. (TSX: CUR; OTCQX: DGCRF) (the "Corporation") announces the adoption by its board of directors of an advance notice policy establishing conditions and framework to submit director nominations, similar to what is set forth in the advance notice by-law adopted on March 11, 2013.
The advance notice by-law, which is fully described in the management proxy circular filed on March 26, 2013 under the Corporation's profile at www.sedar.com, requires advance notice to the Corporation in circumstances where nominations of persons for election as a director of the Corporation are made by shareholders other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Quebec); or (ii) a shareholder proposal made pursuant to the provisions of this same act. Among other things, the advance notice by-law fixes a deadline by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid.
As an interim and special procedure before ratification of the advance notice by-law by the shareholders, the policy stipulates that an advance notice regarding nominations of directors will have to be sent to the Corporation not less than 10 days prior to the upcoming meeting of April 29, 2013, i.e. by April 18, 2013 at the latest (rather than the 30 to 65 days prior to the date of the meeting required by the advance notice by-law). All the other provisions of the advance notice by-law which are described in the management proxy circular and available under the Company's profile at www.sedar.com apply under the policy.
The policy on the advance notice is effective immediately. At the next meeting of shareholders, shareholders will be asked to confirm and ratify the advance notice by-law.
The Corporation believes the advance notice policy and the advance notice by-law will facilitate orderly and efficient annual or special meetings. The immediate implementation of the advance notice policy adopted by the Corporation's board of director will allow the Corporation and its shareholders to readily benefit from this good corporate governance practice, allowing the Corporation's shareholders to cast an informed vote, based on information on the proposed nominees' qualifications and suitability as directors.
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. (NASDAQ: HOLX) 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, visit www.diagnocure.com.
This release contains forwardlooking statements that involve known and unknown risks, uncertainties and assumptions that may cause actual results to differ materially from those expected. By their very nature, forwardlooking statements are based on expectations and hypotheses and also involve risks and uncertainties, known and unknown, many of which are beyond DiagnoCure's control. As a result, investors are cautioned not to place undue reliance on these forwardlooking statements. The forward-looking statements regarding the outcome of research and development projects, clinical studies and future revenues are based on management expectations. 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 forwardlooking statements contained herein unless required by the applicable securities laws and regulations.
SOURCE DiagnoCure inc.