Contact

  • | Corporate, Regulated information

Letter to Shareholders

Dear Shareholders, 

We write to you today with a deep sense of responsibility and transparency, driven by our commitment to the principles of sound corporate governance and the long-term success of Mithra. We believe it is our duty to address recent developments concerning the request of some shareholders for the upcoming Special General Meeting of Shareholders (“SGM”) to be held on October 30, 2023. The SGM will be followed by an Extraordinary Meeting of Shareholders (“EGM”). The main topics of the SGM and EGM relate to the strategic financing that has been secured by the Company, and are a matter of great significance to our company and its future.

It has come to our attention that a group of shareholders that submitted 6.1% of the outstanding shares of the Company has called for the anticipated mandate termination of all 4 independent board members, on a total of 6 board members, and the proposed appointment of a new independent board member.   

We believe that at the heart of this issue lies an important discussion with the so-called “Uteron Sellers”, as the shareholders that submitted the aforementioned additional items to the SGM include several representatives of the Uteron Sellers.

The Uteron Sellers are a group of individuals and entities that were amongst the former owners of Estelle, which was acquired, through the intermediation of the Uteron Sellers, by Mithra from Actavis. This happened before the Company’s IPO in 2015. In 2019, the payments that could have become payable to the Uteron Sellers were re-set at EUR 250 million, and an amount of ca. EUR 79 million (of which ca. EUR 14 million under the 2015 agreement) has already been paid by the Company to the Uteron Sellers between 2015 and 2021. See also the Company’s Annual Reports for this period. As of today, under such contracts, the Company would have a nominal outstanding obligation of EUR 185 million, which is reported at a present value of EUR 82.6 million in the company books at June 30, 2023 according to IFRS accounting principles. 

The previous and current board members have been having discussions with the Uteron Sellers in relation to these agreements, including in relation to the validity and lawfulness thereof, to lift this unreasonable burden. Amongst the current six board members, only four have no conflict of interest with regards to this matter. Those are the four independent board members who were appointed at the last general shareholders’ meeting in May 2023. The Company, supported by the four non-conflicted independent board members, is confident that its position has strong merits and is in the interest of both the Company and its stakeholders. 

Given all these elements and taking into account the proposed resolution which is now being tabled by some shareholders closely related to the Uteron Sellers, we think it is important to provide appropriate understanding and ensure proper corporate governance to the shareholders so that they can vote on the resolutions in your and Mithra’s best interests.

We are also aware that questions have been raised about the proposal to increase the remuneration of non-executive board members, which is one of the items on the agenda of the SGM. To put things in context, the intention of aligning board compensation to international standards was supported unanimously by all board members in a way to retain and attract competent and independent talents.

Your trust is of paramount importance to us, and the management and the board remain committed to upholding the highest standards of corporate governance and accountability. We will continue to act in the best interests of all stakeholders and will work tirelessly to navigate through these challenges and secure a bright future for Mithra, focused on Women’s Heath and a flagship for pharmaceutical companies in Belgium and the Liège region. 

Should the mandate of the four independent board members be terminated by the SGM, the remaining board members at that time will need to propose additional new board members in order for the Company to have a board that meets the requirements of Belgian law and relevant corporate governance standards.

Thank you for your continued confidence in our company. 

Sincerely, 

On behalf of Mithra Pharmaceuticals SA 

Download press release

PDF version

Share it

Latest news

View all

Don't miss our news

Get the latest news: subscribe to our newsletter!

Subscribe
Go to Newsroom
Contact

Disclaimer

Please read this carefully as it applies to all persons who visit this website. The following pages contain information relating to an offering and/or admission to trading on a regulated market in relation to securities of Mithra Pharmaceuticals SA ("Mithra Pharmaceuticals"). This information may not be accessed by residents of certain countries based on applicable securities law regulations. Accordingly, if you wish to access this part of the website you must first inform yourself about and then observe the statutory and regulatory requirements applicable to you and to your jurisdiction. In order to establish whether or not you may view the information and documents please read the disclaimer below in full.

THIS WEBSITE AND THE MATERIALS CONTAINED THEREIN ARE NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW.

This website and the information contained herein or to which it gives access are not intended for, and may not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States of America (including its territories, the "United States"), Australia, Japan or South Africa, and do not constitute, or form part of, an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, nor shall there be any sale or purchase of, any securities of Mithra Pharmaceuticals in the United States, Australia, Japan or South Africa or in any other jurisdiction in which such offer, invitation, solicitation, sale, issue, purchase or subscription would be unlawful prior to registration, unless an exemption from registration or qualification under the securities laws of any such jurisdiction is applicable. The securities of Mithra Pharmaceuticals referred to on this website have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act. There will be no public offering of Mithra Pharmaceuticals' securities in the United States.

All persons residing outside of the United States, Australia, Canada, Japan and South Africa who wish to access the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. Mithra Pharmaceuticals assumes no responsibility if there is a violation of applicable law and regulations by any person.

No action has been taken by Mithra Pharmaceuticals that would permit an offer of Mithra's securities or the possession or distribution of the materials to which this website gives access or any other offering or publicity material relating to Mithra's securities in any jurisdiction where action for that purpose is required.

Mithra Pharmaceuticals has not authorised any public offering in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area that has implemented Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended from time to time (together with any applicable implementing measures in such Member State, the "Prospectus Regulation"), this website and the information contained herein, or to which it gives access, is only addressed to, and is only directed at, qualified investors in that Member State within the meaning of the Prospectus Regulation.

In addition, in the United Kingdom, this website and the information contained herein, or to which it gives access, is addressed to, and directed only at: (a) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and (b) high net worth entities, and other persons to whom they may otherwise lawfully be communicated, falling within article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, any investment or investment activity to which this website and the information contained herein, or to which it gives access, relates, is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person in the United Kingdom who is not a Relevant Person should not act or rely on this website and the information contained herein, or to which it gives access.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. Access to electronic versions of these materials is being made available on this webpage by Mithra Pharmaceuticals in good faith and for information purposes only.

By checking the acceptance box below, you confirm and certify that: You are not a resident of or physically present in the United States, Australia, Canada, Japan or South Africa or any other restricted jurisdiction, and that you are either: (a) a resident of, and domiciled in, a Member State of the European Economic Area and a qualified investor within the meaning of the Prospectus Regulation, (b) a resident of, and domiciled in, the United Kingdom, a qualified investor within the meaning of the Prospectus Regulation and a Relevant Person, or (c) otherwise authorised to access this information pursuant to applicable laws or regulations.

Abort