Cryo-Save Group N.V. (Euronext: CRYO, 'Cryo-Save', or 'the Group'), the leading international stem cell storage company and the largest family stem cell bank in Europe, announces today that it has been presented with the outlines of the proposition of Salveo Holding S.A. ('Salveo'), the company's major shareholder, underlying its request to convene an extraordinary general meeting of shareholders ('EGM') that shall be proposed to resolve on the appointment of a new CEO and the replacement of one non-executive director.
Salveo's proposition is not based on Salveo making a public offer for the Company's shares, but on a combination of Cryo-Save and Salveo's currently competing stem cell storage businesses, by way of Cryo-Save acquiring Salveo's cord blood and tissue processing business.
Cryo-Save's board of directors understands the main elements of Salveo's proposal to be:
Mr. Amar to resign from all his executive activities within the Salveo Biotechnology group
Acquisition by Cryo-Save of Salveo's cord blood and tissue processing business- transaction structure and terms of the acquisition yet unknown
Appointment of Salveo's controlling shareholder Mr. Frédéric Amar as executive board member and CEO of Cryo-Save
Dismissal of one of the Company's current non-executive board members (not yet named) and appointment by a yet unnamed candidate of Salveo as new non-executive board member - no further information on corporate governance matters provided
Possible collaborations on specific projects in scientific, commercial, technical and operational areas between Salveo's regenerative medicine business, operated by Salveo Biotechnology under an independent board of directors, and Cryo-Save
Given the strategic character of Salveo's proposition and the many elements that are yet to be become known and clarified and which will further need to be discussed and negotiated with Salveo, the Company's has exercised its right under the Dutch Corporate Governance Code to invoke the 180-day response time regarding Salveo's request to convene an EGM. The response time shall be used for further deliberation and constructive consultation. As a consequence of the invocation of the 180-day response time, the EGM shall be held no later than 20 November 2013.
Cryo-Save will open discussions with Salveo regarding its proposition. Cryo-Save will keep its shareholders and other stakeholders informed of significant developments and will issue additional statements if and when appropriate.
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