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Lion Shareholders Accept Company s Proposals, Open Door to Management Buyout

NEW YORK, March 29 (GenomeWeb News) - Lion Bioscience shareholders accepted all resolutions proposed at last week's "extraordinary" shareholder meeting, the company said today.


Bioinform, a GenomeWeb publication, already reported the outcome of the vote, along with other events at the shareholder meeting, in an article yesterday.


According to Lion, shareholders accepted the four resolutions by more than 98 percent of shares. These resolutions dealt with a strategic company reorganization and changes in the bylaws of the company, such as changes in company objectives and the possibility of a management buyout. A total of 37.5 percent of eligible shareholders participated in the vote.


Provided the strategic reorganization will go ahead as planned, Lion said it expects to be profitable and cash-flow positive starting in fiscal year 2005/2006, which begins April 1.


The vote follows an odd development to the ongoing organizational and business changes at Lion. As GenomeWeb News reported, the March 24 shareholders meeting was briefly interrupted by an investor who announced that a pair of venture capital firms may soon offer to take over the company.


During the meeting in Heidelberg last week, Ian Humphrey-Smith, a former head of the Human Proteomics Organization and current Lion shareholder, stood up and declared that FM Fund Management and Zapis Capital Group may soon make a buy-out offer of their own.


According to an e-mail sent last week to GenomeWeb News by Gunter Dielmann, vice president of investor relations at Lion, Humphrey-Smith "informed the audience and Lion ... about a likely non-binding and non-specific take-over. ... "


Reached by telephone at the shareholders meeting, Dielmann, speaking over the din of the meeting, said the "offer has no specific numbers, but only that an offer will take place. We just heard that this should or will take place anytime in the future."


Asked whether Lion anticipated the announcement, Dielmann said "no."


Additional details were not disclosed.

As reported in BioInform, Lion shareholders voted in favor of revising the company's bylaws, enabling management to buy out its Cambridge, UK-based SRS bioinformatics business, currently known as Lion Bioscience Ltd.

In an invitation to its "extraordinary" shareholder's meeting, Lion said: "In the opinion of [the] management board and supervisory board, Lion Bioscience Ltd. (UK) would have markedly better chances on the market as an independently operating company following the bundling of the operating activities in bioinformatics than it does in its present form as a business unit of Lion Bioscience AG."

The vote means that shareholders have approved the company's plans to implement a new structure that would establish the Heidelberg-based parent firm, Lion Bioscience AG, as a "holding company" that would have only a "minority interest" in the bioinformatics business, which would remain in Cambridge.


In this scenario, the holding company's primary function would be to manage Lion's remaining €25 million ($33.3 million) in cash holdings and to "invest in promising companies with excellent growth prospects as well as in intellectual property and industrial property rights, particularly in the area of the life sciences/IT sector."

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