Progen $40m (60%) Share Buyback at $1.10• Progen offers a...

Progen $40m (60%) Share Buyback at $1.10
•
Progen offers a voluntary $40m share buy back at a price of $1.10/share (equates to
36m shares or 60% of the share register)
• Record date is 7.00pm Sydney time on Thursday, 19 March 2009
• General Meeting to approve Buy Back scheduled for Wednesday, 22 April 2009
• Final proxy vote counts from Avexa merger support yesterday’s decision to withdraw
from the merger
Brisbane, Australia, 10 March 2009: Progen Pharmaceuticals Limited (“Progen”, ASX: PGL;
NASDAQ:PGLA) has announced a $40m buyback offer (60% of shares) at $1.10 per share.
Buy Back Details
An Appendix 3C is attached.
Only those Progen Shareholders holding Progen Shares at 7.00pm Sydney time on Thursday 19
March 2009 and still holding Progen Shares at the time they lodge their acceptance notice may
participate in the off market Buy Back Offer. US and other foreign holders will be able to
participate.
As required by the Corporations Act, the Buy Back Offer must be approved by ordinary
resolution of Shareholders.
The proposed timetable for the Buy Back Offer is set out below.
Event Date
Record Date 7:00 pm Sydney time, Thursday 19 March
2009
Buy Back Offer Period opens Monday 23 March 2009
General Meeting Wednesday 22 April 2009
Buy Back Offer Period closes
(acceptances to be received by 5:00 pm
Sydney time)
Friday 24 April 2009
Announcement of buy back take up
results
Thursday 30 April 2009
Despatch of cheques Wednesday 6 May 2009
The timetable is subject to change.
Participation in the Buy Back Offer is voluntary. Eligible Progen Shareholders are not obliged to
accept the Buy Back Offer.
If Progen receives acceptances for more than $40m, the number of Progen Shares to be bought
back from each Progen Shareholder will be scaled back on a pro rata basis having regard to the
total number of acceptances.
Page 2 of 2
The terms of the Buy Back Offer will be set out in a Buy Back Offer Booklet which will
accompany the Notice of Meeting for the general meeting at which the Buy Back Offer will be
considered by Shareholders. Progen will set out in the Buy Back Offer Booklet the information
known to Progen that is material to a decision on how to vote on the resolution to approve the
Buy Back Offer and information that is material to a decision on whether to accept the Buy
Back Offer.
Progen Shareholder Choices
Assuming the $40m (60%) share buyback is approved by Progen Shareholders at the general
meeting on 22 April 2009, shareholders will have the following options:
(a) Maintain their shareholding in Progen under its new strategy focussed around the
regional commercialisation of PI-88 as well as its other earlier stage oncology assets.
(b) Sell their shares into the buy back at a price of $1.10 per share1
(c) Sell part of their shares into the buy back and maintain part of their shareholding in
Progen.
Avexa Merger Proxies
Yesterday Progen announced that based on decisive and unambiguous Progen shareholder
proxy voting results against the merger, Progen and Avexa have both agreed to withdraw from
the proposed merger between the companies.
The final proxy vote count has now become available and continues to support this decision.
51% of the share register (30.8m shares) lodged their vote by proxy with 22% voting in favour
of the merger and 74% voting against the merger (3% open).
We are led to understand that some of those shareholders who had voted against the merger
want a larger amount of cash returned to shareholders and some wish to remain shareholders
in a company focussed on commercialising PI-88 and its related compounds. Progen believes
its strategy of returning $40m in a voluntary share buy back balances the desire of the
shareholders who are seeking a short-term cash return with the desire of shareholders who are
seeking to ensure Progen continues with its plans to commercialise PI-88 and its related
compounds.
About Progen
Progen Pharmaceuticals Limited is a biotechnology company committed to the discovery,
development and commercialization of small molecule pharmaceuticals primarily for the
treatment of cancer. Progen has built a focus and strength in anti-cancer drug discovery and
development. Progen targets the multiple mechanisms of cancer across its three technology
platforms of angiogenesis, epigenetics and cell proliferation. Progen has operations in Australia
and the United States of America. www.progen-pharma.com
For more information:
T Justus Homburg
Chief Executive Officer
+61 7 3842 3333
This release contains forward-looking statements that are based on current management expectations. These statements
may differ materially from actual future events or results due to certain risks and uncertainties, including without
limitation, risks associated with drug development and manufacture, risks inherent in the extensive regulatory approval
process mandated by, amongst others, the United States Food and Drug Administration and the Australian Therapeutic
Goods Administration, delays in obtaining the necessary approvals for clinical testing, patient recruitment, delays in the
conduct of clinical trials, market acceptance of PI-88, PG545, PG562, PG11047 and other drugs, future capital needs,
general economic conditions, and other risks and uncertainties detailed from time to time in the Company’s filings with the
Australian Securities Exchange and the United States Securities and Exchange Commission. Moreover, there can be no
assurance that others will not independently develop similar products or processes or design around patents owned or
licensed by the Company, or that patents owned or licensed by the Company will provide meaningful protection or
competitive advantages.
1 The share buy back is subject to shareholder approval and a cap of $40 million (approximately 60% of shares on issue). If the cap is
exceeded shareholders will be scaled back on a pro-rata basis.
Appendix 3C
Announcement of buy-back
+ See chapter 19 for defined terms.
Legal\108875879.1
Rule 3.8A
Appendix 3C
Announcement of buy-back
(except minimum holding buy-back)
Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001.
Name of entity ABN
Progen Pharmaceuticals Limited 82 010 975 612
We (the entity) give ASX the following information.
Information about buy-back
1 Type of buy-back Buy-back on equal access conditions
2 +Class of shares which is the subject
of the buy-back (eg,
ordinary/preference)
Ordinary Shares
3 Voting rights (eg, one for one) 1:1
4 Fully paid/partly paid (and if partly
paid, details of how much has been
paid and how much is outstanding)
Fully Paid
5 Number of shares in the +class on
issue
60,545,131 (as at 6 March 2009)
6 Whether shareholder approval is
required for buy-back
Yes
7 Reason for buy-back Refer to ASX Announcement dated 9 March 2009.
Appendix 3C
Announcement of buy-back
+ See chapter 19 for defined terms.
Legal\108875879.1
8 Any other information material to a
shareholder’s decision whether to
accept the offer (eg, details of any
proposed takeover bid)
Refer to ASX Announcements dated 9 and 10
March 2009.
Further information will be provided in a buy-back
booklet to be lodged with the ASX before despatch
to shareholders.
On-market buy-back
9 Name of broker who will act on the
company’s behalf
N/A
10 Deleted 30/9/2001.
11 If the company intends to buy back
a maximum number of shares - that
number
Note: This requires a figure to be included, not a
percentage.
N/A
12 If the company intends to buy back
shares within a period of time - that
period of time; if the company
intends that the buy-back be of
unlimited duration - that intention
N/A
13 If the company intends to buy back
shares if conditions are met - those
conditions
N/A
Employee share scheme buy-back
14 Number of shares proposed to be
bought back
N/A
15 Price to be offered for shares N/A
Appendix 3C
Announcement of buy-back
+ See chapter 19 for defined terms.
Selective buy-back
16 Name of person or description of
class of person whose shares are
proposed to be bought back
N/A
17 Number of shares proposed to be
bought back
N/A
18 Price to be offered for shares N/A
Equal access scheme
19 Percentage of shares proposed to be
bought back
In aggregate the percentage is 60%.
20 Total number of shares proposed to
be bought back if all offers are
accepted
36,363,636 Ordinary Shares
21 Price to be offered for shares $1.10
22 +Record date for participation in
offer
Cross reference: Appendix 7A, clause 9.
7:00pm Sydney time, Thursday 19 March 2009
Compliance statement
1. The company is in compliance with all Corporations Act requirements relevant to
this buy-back.
2. There is no information that the listing rules require to be disclosed that has not
already been disclosed, or is not contained in, or attached to, this form.
Sign here: Date: 10 March 2009
(Director/Company secretary)
Print name: John R. Lee
== == == == ==