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In addition to two routine items, Ore shareholders approved two additional proposals that Ore management believes are critical to its business strategy.
The first proposal was for a reorganization under which the current company, Ore Pharmaceuticals, would become a subsidiary of a new company, Ore Pharmaceutical Holdings. The company said this action was proposed in order to better protect for shareholders the long term value of Ore's approximately $324 million in net operating loss tax carry forwards by establishing transfer limitations designed to prevent an inadvertent change of control that could result in the substantial loss of those NOLs. The proposal was approved and the reorganization has been completed.
The company said the second proposal was for a new Omnibus Equity Incentive Plan that the company said will give Ore the flexibility to attract and retain the personnel required to implement its strategy of becoming a pharmaceutical asset management company.
The proposals approved by shareholders were:
- The reorganization of Ore Pharmaceuticals. The reorganization having been completed, the current Ore is now a subsidiary of a new company, Ore Pharmaceutical Holdings Inc. ("Ore Holdings") effective immediately. Ore Holdings will begin to trade on the Nasdaq Capital Market as of Oct. 21, under the symbol "ORXE", the same as previously used for Ore. Shareholders' ownership will automatically be converted to ownership in Ore Holdings without requiring any further action by shareholders.
- The re-election of G. Anthony Gorry, Ph.D. to the Ore Holdings Board of Directors.
- The adoption of the 2009 Omnibus Equity Incentive Plan; and
- The ratification of the selection of Ernst & Young as Ore Holdings' auditors for 2009.
Mark J. Gabrielson, President & CEO of Ore Holdings said, "We are grateful for the support from our shareholders for the important matters we proposed at this annual meeting. We continue to move ahead aggressively with the execution of our business strategy in order to create value for our shareholders. Management believes that our new corporate structure and our new name better reflect and support our business model. These shareholder approvals will help us achieve our goal of transforming Ore into a pharmaceutical asset management company. I look forward to providing you with further updates as we make progress."
((Comments on this story may be sent to newsdesk@closeupmedia.com))
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