GLYKO BIOMEDICAL LTD.
Scotia Plaza, Suite 2100
40 King Street West
Toronto, Ontario
M5H 3C2
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TAKE NOTICE THAT a Special Meeting of Shareholders of GLYKO BIOMEDICAL LTD. will
be held at Suite 2100, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H
3C2 on the 10th day of March, 1999 at the hour of 8:30 o'clock in the morning
(Local Time), for the following purposes:
1. To consider and if deemed advisable pass, with or without variation, a
resolution authorizing the grant of options to purchase 100,000 common
shares of the Corporation at a price of US$0.50 per share expiring
October 25, 2001; and
2. To consider and if deemed advisable pass, with or without variation, a
resolution authorizing the re-pricing of options previously granted on
December 10, 1992 to certain insiders of the Corporation to purchase up
to 300,000 common shares from an exercise price of Cdn.$2.75 per share
to an exercise price of Cdn.$1.00 per share and ratifying the exercise
of 300,000 of such options;
3. To transact such other business as properly may be brought before the
Special Meeting or any adjournment or adjournments thereof.
Shareholders who are unable to attend the Special Meeting in person are
requested to sign and return to the Corporation the enclosed form of proxy.
Executed forms of proxy must be deposited with Montreal Trust Company of Canada
not less than 48 hours excluding Saturdays and holidays, prior to the Special
Meeting or any adjournment or adjournments thereof or with the Chairman of the
Special Meeting prior to commencement thereof.
The Board of Directors has fixed the close of business on February 2, 1999 as
the record date for the determination of Shareholders entitled to the Notice of
Special Meeting and any adjournment or adjournments thereof.
DATED this 28th day of January, 1999.
By order of the Board
/s/John C. Klock
John C. Klock, M.D.
President and
Chief Executive Officer
GLYKO BIOMEDICAL LTD.
Management Information Circular
January 28, 1999
<PAGE>
GLYKO BIOMEDICAL LTD.
Scotia Plaza, Suite 2100
40 King Street West
Toronto, Ontario
M5H 3C2
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES
This Management Information Circular is furnished in connection with the
solicitation of proxies by the Management of Glyko Biomedical Ltd. (the
"Corporation") for use at the Special Meeting of Shareholders of the Corporation
(the "Meeting") to be held at the time and place and for the purposes set forth
in the attached Notice of Special Meeting of Shareholders. It is anticipated
that the solicitation will be by mail primarily, but proxies may also be
solicited personally by regular employees of the Corporation. The cost of such
solicitation will be borne by the Corporation.
The form of proxy forwarded to Shareholders on February 4, 1999 with the Notice
of Special Meeting confers discretionary authority upon the proxy nominees with
respect to various matters identified in the Notice of Special Meeting of
Shareholders or other matters which may properly come before the Meeting.
The form of proxy affords the Shareholder the opportunity to specify that the
shares registered in his name shall be voted or withheld from voting on and to
vote for or against any ballot that may be called for, in accordance with the
specifications made by Shareholders.
In respect of proxies in which the Shareholders have not specified that the
proxy nominees are required to vote for or vote against, the shares represented
by such proxies will be voted for the applicable resolutions.
APPOINTMENT AND REVOCATION OF PROXIES
A Shareholder has the right to appoint a person (who need not be a Shareholder)
to attend and act for him and on his behalf at the Meeting other than the
persons designated in the enclosed form of proxy. Such right may be exercised by
striking out the names of the persons designated in the enclosed form of proxy
and by inserting in the blank space provided for that purpose the name of the
desired person or by completing another proper form of proxy and, in either
case, delivering the completed and executed proxy to the registered office of
the Corporation or the Corporation's transfer agent not less than 48 hours
(exclusive of Saturdays and holidays) before the time of the Meeting or with the
Chairman of the Meeting before the time of the Meeting or any adjournment
thereof.
<PAGE>
-2-
A Shareholder who has given a proxy may revoke it at any time in so far as it
has not been exercised. A proxy may be revoked, as to any matter on which a vote
shall not already have been cast pursuant to the authority conferred by such
proxy, by instrument in writing executed by the Shareholder or by his attorney
authorized in writing or, if the Shareholder is a body corporate, under its
corporate seal or by an officer or attorney thereof duly authorized, and
deposited either at the registered office of the Corporation at any time up to
and including the last business day preceding the day of the Meeting, or any
adjournment thereof, at which the proxy is to be used or with the Chairman of
such Meeting on the day of the Meeting or any adjournment thereof, and upon
either of such deposits the proxy is revoked. A proxy may also be revoked in any
other manner permitted by law.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On January 28, 1999, 28,950,029 Common Shares without par value of the
Corporation were issued and outstanding. Each Common Share entitles the holder
thereof to one vote at all meetings of Shareholders.
All holders of Common Shares of record as of the time of the Meeting or any
adjournment thereof are entitled either to attend and vote thereat in person the
Common Shares held by them or, provided a completed and executed proxy shall
have been delivered to the Corporation, to attend and vote thereat by proxy the
Common Shares held by them.
The following table lists certain information regarding beneficial ownership of
the Corporation's Common Shares as of January 28, 1999, by (i) those persons who
own more than 5% of the Corporation's common stock, (ii) each of the
Corporation's "Named Executive Officers" (as defined below), (iii) each of the
Corporation's directors, and (iv) by the Corporation's officers and directors as
a group. The statements as to the shares of the Corporation beneficially owned
or over which control or direction is exercised by the Corporation's directors
are in each instance based upon information furnished by the person concerned.
<PAGE>
-3-
<TABLE>
- ------------------------------ ---------------------------------- ---------------------- =======================
<CAPTION>
Name and Address of Beneficial Number of Shares Held Percent of Class
Title of Class Owner
- ------------------------------ ---------------------------------- ---------------------- =======================
- ------------------------------ ---------------------------------- ---------------------- =======================
<S> <C> <C> <C>
Common Shares New York Life Insurance Company 4,185,000(1) 13.8%
51 Madison Avenue
New York, NY 10010
- ------------------------------ ---------------------------------- ---------------------- =======================
- ------------------------------ ---------------------------------- ---------------------- =======================
Common Shares LaMont Asset Management 3,759,069(2) 13.0%
Baarerstrasse 10
P.O. box 4639
6304 Zug, Switzerland
- ------------------------------ ---------------------------------- ---------------------- =======================
- ------------------------------ ---------------------------------- ---------------------- =======================
Common Shares Gwynn R. Williams 3,475,188 (3) 11.8%
c/o Life Science Research Ltd.
3rd Floor Salisbury House
15 Victoria Street
Douglas, Isle of Man
British Isles, UK
- ------------------------------ ---------------------------------- ---------------------- =======================
- ------------------------------ ---------------------------------- ---------------------- =======================
Common Shares Trianon Opus One Inc. 1,764,000 6.1%
Julius Baer Securities Inc.
330 Madison Avenue
New York, NY 10017
- ------------------------------ ---------------------------------- ---------------------- =======================
- ------------------------------ ---------------------------------- ---------------------- =======================
Common Shares John C. Klock 627,817(4) 2.2%
c/o BioMarin Pharmaceutical
371 Bel Marin Keys Blvd. #210
Novato, CA 94949
- ------------------------------ ---------------------------------- ---------------------- =======================
- ------------------------------ ---------------------------------- ---------------------- =======================
Common Shares Christopher M. Starr 15,944 (5) *
c/o BioMarin Pharmaceutical
371 Bel Marin Keys Blvd. #210
Novato, CA 94949
- ------------------------------ ---------------------------------- ---------------------- =======================
- ------------------------------ ---------------------------------- ---------------------- =======================
Common Shares John H. Craig 113,521(6) *
c/o Cassels Brock & Blackwell,
Scotia Plaza, Suite 2100,
40 King Street West
Toronto, ON M5H 3C2
- ------------------------------ ---------------------------------- ---------------------- =======================
- ------------------------------ ---------------------------------- ---------------------- =======================
Common Shares R. William Anderson 92,520 (7) *
c/o BioMarin Pharmaceutical
371 Bel Marin Keys Blvd. #210
Novato, CA 94949
- ------------------------------ ---------------------------------- ---------------------- =======================
<PAGE>
-4-
- ------------------------------ ---------------------------------- ---------------------- =======================
Common Shares John S. Glass 109,000 (8) *
Milkhaus Laboratory, Inc.
48 Main Street
Boxford, MA 01921
- ------------------------------ ---------------------------------- ---------------------- =======================
- ------------------------------ ---------------------------------- ---------------------- =======================
Common Shares Mark I. Young 42,000(9) *
c/o Cassels Brock & Blackwell,
Scotia Plaza, Suite 2100, 40
King Street West,
Toronto, ON M5H 3C2
- ------------------------------ ---------------------------------- ---------------------- =======================
- ------------------------------ ---------------------------------- ---------------------- =======================
Common Shares All Officers and Directors 4,475,990(10) 15.1%
- ------------------------------ ---------------------------------- ---------------------- =======================
<FN>
* Less than 1%
(1) Includes 1,311,562 Common Shares issuable upon exercise of common share
purchase warrants.
(2) Includes 20,000 Common Shares issuable upon exercise of common share
purchase warrants.
(3) Includes 92,520 Common Shares issuable upon exercise of options within 60
days of January 28, 1999 and 312,568 Common Shares issuable upon exercise
of common share purchase warrants.
(4) Includes 2,000 Common Shares issuable upon exercise of options
within 60 days of January 28, 1999.
(5) Includes 5,829 Common Shares issuable upon exercise of common share
purchase warrants.
(6) Includes 68,520 Common Shares issuable upon exercise of options within 60
days of January 28, 1999.
(7)Includes 92,520 Common Shares issuable upon exercise of options within 60
days of January 28, 1999.
(8) Includes 89,000 Common Shares issuable upon exercise of
options within 60 days of January 28, 1999.
(9) Includes 41,000 Common Shares issuable upon exercise of options within
60 days of January 28, 1999
(10)Includes 385,560 Common Shares issuable upon exercise of options within 60
days of January 28, 1999 and 318,397 Common Shares issuable upon exercise of
common share purchase warrants. Excludes shares held by LaMont Asset
Management S.A., New York Life, and Trianon Opus One, Inc.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table contains information about the compensation paid to, or
earned by, those who were, at December 31, 1998, the President, Chief Executive
Officer and Chief Financial Officer of the Corporation and the Managing Director
of the Corporation, being the only executive officers of the Corporation
(collectively, the "Named Executive Officers") by the Corporation and BioMarin
Pharmaceutical Inc. ("BioMarin"). Specific aspects of their compensation are
dealt with in further detail in subsequent tables.
<PAGE>
-5-
Glyko Biomedical Ltd.:
<TABLE>
========================== ------- ========================================== ------------------ ===================
<CAPTION>
Name and Principal Long-term All Other
Position Year Annual Compensation Compensation Compensation
(U.S.$)
----------- ---------- ------------------ ------------------ -------------------
Other Annual Securities Under
Salary Bonus Compensation Options Granted
(U.S.$) (U.S.$) (U.S.$) (#)
========================== ------- ------------ ---------- ------------------ ------------------ ===================
<S> <C> <C> <C> <C> <C> <C>
John C. Klock
President, Chief
Executive Officer,
Chief Financial Officer,
and Director
1998 18,750 -- -- 11,290(2) --
1997 97,226 -- -- 64,740(2) --
1996 187,297 -- -- 75,876(2) --
------- ------------ ---------- ------------------ ------------------ ===================
========================== ------- ------------ ---------- ------------------ ------------------ ===================
Brian Bradley(1)
Managing Director 1998 101,602 -- -- 150,000(2) --
========================== ------- ------------ ---------- ------------------ ------------------ ===================
<FN>
(1) On April 1, 1998, Brian Bradley, Ph.D. was appointed as Managing Director of the Corporation and Christopher
M. Starr, Ph.D. resigned as Vice President of Research and Development.
(2) Options were assumed by BioMarin as part of the sale of Glyko, Inc. on October 7, 1998. See "Interest of
Insiders in Material Transactions."
</FN>
</TABLE>
BioMarin Pharmaceutical, Inc.(1):
<TABLE>
========================== ------- ========================================== ------------------ ===================
<CAPTION>
Name and Principal Long-term All Other
Position Year Annual Compensation Compensation Compensation
(U.S.$)
===================
------------ ------------ ---------------- ------------------
Securities Under
Other Annual Options Granted
Salary Bonus Compensation (#)
(U.S.$) (U.S.$) (U.S.$)
========================== ------- ------------ ------------ ---------------- ------------------ ===================
<S> <C> <C> <C> <C> <C> <C>
John C. Klock 1998 222,450 87,500(2) -- 300,000 --
President and Director 1997 146,914 -- -- -- --
========================== ------- ------------ ------------ ---------------- ------------------ ===================
R. William Anderson 1998 90,484 -- -- 200,000 --
Vice-President, Finance
and Administration and
Chief Financial Officer
========================== ======= ============ ============ ================ ================== ===================
<FN>
(1) The Corporation. owns 41% of BioMarin Pharmaceutical, Inc. ("BioMarin"). Certain officers and directors of
the Corporation are also officers and directors of BioMarin.
(2) Includes amounts paid in 1999 for 1998.
</FN>
</TABLE>
<PAGE>
-6-
Long-term Compensation Plans
Option Grants in 1998
Pursuant to the Corporation's stock option plan (the "Plan"), the Board of
Directors may from time to time authorize the granting to directors, officers,
employees and consultants of the Corporation of options to purchase up to
3,000,000 Common Shares. Granting of options in excess of the 3,000,000 share
maximum is subject to shareholder approval. The exercise price of any option
shall be fixed by the Board of Directors provided that such price may not be
less than the market price of the Common Shares on the trading day prior to the
date of grant. Payment of such exercise price must be made in full at the time
of exercise.
Options under the Plan may be granted for any term up to ten years, are
non-assignable, and are subject to earlier termination upon the termination of
an optionee's employment for any cause including retirement, permanent
disability but not death. In the event of death of an optionee, his estate may
be entitled for a period of six months thereafter to exercise any option which a
deceased optionee would have been entitled to exercise if then alive but in any
event not after the date of expiration of the option. No individual may hold
options to purchase more than 5% of the number of Common Shares outstanding from
time to time.
The purpose of the Plan is to attract and motivate the directors, officers,
employees and consultants of the Corporation and to advance the Corporation by
affording such persons the opportunity to acquire an equity interest in the
Corporation. In determining whether options will be granted, the Board of
Directors will review the financial position of the Corporation, the performance
of such individuals in carrying out their duties and their willingness to serve
the needs of the Corporation in general and the general state of the financial
markets.
The following table provides details of stock options granted to the Named
Executive Officers during the fiscal year ended December 31, 1998 pursuant to
the Plan.
<TABLE>
- ----------------------- --------------- ------------------- ------------------ ------------------ ===================
<CAPTION>
Market Value of
Securities % of Total Securities
Under Options Options Granted Underlying
Granted to Employees in Exercise/Base Options of the
Name (#)(1), Financial Year Price Date of Grant
(Cdn.$/Security) (Cdn.$/Security) Expiration Date
- ----------------------- --------------- ------------------- ------------------ ------------------ ===================
- ----------------------- --------------- ------------------- ------------------ ------------------ ===================
<S> <C> <C> <C> <C> <C>
John C. Klock 11,290(2) 5% $1.25 $1.25 31-DEC-02
- ----------------------- --------------- ------------------- ------------------ ------------------ ===================
- ----------------------- --------------- ------------------- ------------------ ------------------ ===================
Brian Bradley 150,000(2) 64% $3.45 $3.45 31-MAR-03
- ----------------------- --------------- ------------------- ------------------ ------------------ ===================
<FN>
(1) Securities Under Options Granted refers to Common Shares.
(2) Options Granted in 1998 were assumed by BioMarin as part of the Glyko, Inc.
sale on October 7, 1998. </FN>
</TABLE>
<PAGE>
-7-
Options Exercised and Options Remaining
The following table provides detailed information regarding options exercised by
the Named Executive Officers and directors of the Corporation during 1998. In
addition, details on remaining options held are provided.
<TABLE>
========================= ------------- ------------- ==================================== ====================================
<CAPTION>
Value of Unexercised
Unexercised Options at in-the-money Options at
December 31, 1998 December 31, 1998(1)
---------------- ------------------- ----------------- ==================
Securities
Acquired Aggregate
on Exercise Value
(#) Realized Exercisable Unexercisable Exercisable Unexercisable
Name (Cdn.$) (#) (#) (Cdn.$) (Cdn.$)
========================= ------------- ------------- ---------------- ------------------- ----------------- ==================
<S> <C> <C> <C> <C> <C> <C>
R. William Anderson 20,000 $48,000 90,520 -- $535,340 --
========================= ------------- ------------- ---------------- ------------------- ----------------- ==================
Brian Bradley (2) -- -- 28,125 121,875 $92,812 $495,000
========================= ------------- ------------- ---------------- ------------------- ----------------- ==================
John H. Craig 20,000 $48,000 90,520 -- $535,340 --
========================= ------------- ------------- ---------------- ------------------- ----------------- ==================
John S. Glass 20,000 $20,000 87,000 -- $515,100 --
========================= ------------- ------------- ---------------- ------------------- ----------------- ==================
John C. Klock(2) (3) 534,672 $1,106,167 140,616 -- $923,646 --
- ------------------------- ------------- ------------- ---------------- ------------------- ----------------- ==================
Gwynn R. Williams 20,000 $48,000 90,520 -- $535,340 --
- ------------------------- ------------- ------------- ---------------- ------------------- ----------------- ==================
Mark I. Young -- -- 39,000 -- $140,300 --
========================= ------------- ============= ---------------- =================== ----------------- ==================
<FN>
(1) Based on the closing price of Common Shares on The Toronto Stock Exchange on
December 31, 1998 of $6.75.
(2) Options were assumed by BioMarin as part of the sale of Glyko, Inc. on
October 7, 1998.
(3) These Common Shares acquired were purchase by a loan from the Corporation.
See "Indebtedness of Directors, Executive Officers And Senior Officers."
</FN>
</TABLE>
COMPENSATION OF DIRECTORS
Each non-executive Director of the Corporation received 16,000 stock options in
1998 at an exercise price of Cdn.$1.25 expiring on December 31, 2002 in lieu of
monetary compensation for services rendered in their capacity as directors.
<PAGE>
-8-
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total shareholder return
with the cumulative total return of the TSE 300 Composite Index, assuming a $100
investment in Common Shares on December 31, 1993 and reinvestment of dividends
during the period. The period covered by the graph includes the fiscal years
ended December 31, 1998, 1997, 1996, 1995 and 1994.
Dec-93 Dec-94 Dec-95 Dec-96 Dec-97 Dec-98
TSE 300............. 100 99.8 114.3 146.7 168.7 166
The Company......... 100 29.8 22.8 14.0 43.9 236.8
<PAGE>
-9-
REPORT ON EXECUTIVE COMPENSATION
During the fiscal year ended December 31, 1998, the Compensation Committee
comprised Messrs. Anderson and Williams. It is the responsibility of the
Compensation Committee to determine the level of compensation in respect of the
Corporation's senior executives with a view to providing such executives with a
competitive compensation package having regard to performance. Performance is
defined to include achievement of the Corporation's strategic objective of
growth and the enhancement of shareholder value through increases in the stock
price resulting from increases in sales and earnings in Glyko, Inc. and increase
in value in its holdings of BioMarin. In October 1998, the Corporation increased
its holdings in BioMarin by the sale of its wholly-owned subsidiary, Glyko, Inc.
to BioMarin for a value of U.S.$14.5 million. See "Interest of Insiders in
Material Transactions."
Compensation for executive officers is composed primarily of three components;
namely, base salary, performance bonuses and the granting of stock options.
Performance bonuses are considered from time to time having regard to the above
referenced objectives.
In establishing the levels of base salary, the award of stock options and
performance bonuses the Compensation Committee takes into consideration
individual performance, responsibilities, length of service and levels of
compensation provided by industry competitors.
Submitted by:
Mr. R. William Anderson
Mr. Gwynn Williams
PARTICULARS OF MATTERS TO BE ACTED UPON
Grant of Options
On July 15, 1996, the Corporation entered into an agreement with The Sage Group,
Inc. (the "Sage Group") whereby the Sage Group was retained to prepare a
valuation of the Corporation's analytical business and to assist the Corporation
with the divestiture of such business. In addition to certain other
consideration to be paid to the Sage Group, the Corporation agreed to pay the
Sage Group a monthly fee of U.S.$7,500 from July to December 1996 and U.S.$5,000
from January to June 1997.
On October 25, 1996, the Corporation agreed, subject to the approval of The
Toronto Stock Exchange, to grant options to acquire 100,000 Common Shares of the
Corporation in consideration of the reduction of the monthly retainer fee to be
paid to the Sage Group by October 1996 from June 1997 by one-half, being an
aggregate of U.S.$26,250. The options are exercisable at an exercise price of
U.S.$0.50 per share at any time on or before October 26, 2001. Fifty thousand
(50,000) options were to vest upon approval of The Toronto Stock Exchange and
10,000 options were to vest on the last day of each calendar month for the five
months commencing October 1996.
<PAGE>
-10-
The Toronto Stock Exchange has accepted notice of the grant of options to the
Sage Group to purchase 100,000 Common Shares at an exercise of U.S.$0.50 per
share expiring October 26, 2001, subject to, among other things, approval by a
majority of votes cast at a meeting of Shareholders.
Shareholders will be asked to consider and if deemed advisable pass a resolution
authorizing and approving the grant of options to the Sage Group. Unless
otherwise indicated, proxies in the enclosed form will be voted for the approval
of the resolutions relating to the grant of options to the Sage Group on any
ballot requested or required by law.
The text of the resolution Shareholders will be asked to consider is set forth
below. The affirmative vote of a majority of the votes cast in respect thereof
is required in order to pass such resolution.
"NOW THEREFORE BE IT RESOLVED THAT:
1. The grant of options for services performed by The Sage Group Inc. to
purchase an aggregate of 100,000 Common Shares of the Corporation at an
option exercise price of U.S.$0.50 per share on or before October 26,
2001 is hereby authorized and approved.
2. Any one officer or director of the Corporation be and he is hereby
authorized and directed, acting for, in the name of and on behalf of
the Corporation, to execute or cause to be executed, under seal of the
Corporation or otherwise and to deliver or cause to be delivered, all
such other deeds, documents, instruments and assurances and to do or
cause to be done all such other acts and things, as in the opinion of
such director or officer may be necessary or desirable to carry out the
terms of the foregoing resolution."
Re-Pricing of Certain Options Held by Insiders
On December 10, 1992, the Corporation granted options to purchase an aggregate
of 657,000 Common Shares of the Corporation to directors, officers and employees
at an exercise price of Cdn.$2.75 per share on or before December 31, 1998.
Effective August 3, 1994, the Board of Directors of the Corporation approved the
re-pricing of 473,000 of such options from $2.75 per share to $1.00 per share,
the market price of the Common Shares on August 3, 1994. An aggregate of 300,000
of such re-priced options had been granted to officers and directors of the
Corporation (the "Insiders") of which 150,000 had been granted to Christopher
Starr, Vice President, Research and Development of the Corporation and 150,000
had been granted to John Hamilton, the former Chief Financial Officer of the
Corporation. As of the date hereof, 300,000 re-priced options have been
exercised by the Insiders.
The Toronto Stock Exchange has accepted the notice of amendment to the exercise
price of the 300,000 re-priced options held by the Insiders subject to, among
other things, the approval of Shareholders holding a majority of the votes cast
at a meeting of Shareholders, other than votes attached to Common Shares held by
the Insiders and their associates.
<PAGE>
-11-
Shareholders will be asked to consider and if deemed advisable pass a resolution
authorizing and approving the re-pricing of 300,000 options granted to the
Insiders and ratifying the exercise of 300,000 of such options by the Insiders.
Unless otherwise indicated, proxies in the enclosed form will be voted for the
approval of the resolution on any ballot requested or required by law.
An aggregate of 89,510 Common Shares held by the Insiders will not be eligible
to vote of this resolution. As a result, 28,860,519 Common Shares of the
Corporation may be voted.
The text of the resolution that Shareholders will be asked to consider is set
forth below. The affirmative vote of a majority of the votes cast in respect
thereof, other than votes cast by the Insiders and their respective associates,
is required in order to pass such resolution:
"NOW THEREFORE BE IT RESOLVED THAT:
1. The amendment to the exercise price of an aggregate of 300,000 options
to purchase Common Shares of the Corporation on or before December 31,
1998 granted to certain insiders of the Corporation from $2.75 per
share to $1.00 per share is hereby authorized and approved.
2. The exercise of an aggregate of 300,000 options to purchase Common
Shares of the Corporation at an exercise price of $1.00 per share by
certain insiders of the Corporation is hereby ratified and approved.
3. Any one officer or director of the Corporation be and he is hereby
authorized and directed, acting for, in the name of and on behalf of
the Corporation, to execute or cause to be executed, under seal of the
Corporation or otherwise and to deliver or cause to be delivered, all
such other deeds, documents, instruments and assurances and to do or
cause to be done all such other acts and things, as in the opinion of
such director or officer may be necessary or desirable to carry out the
terms of the foregoing resolution."
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
To the best of the Corporation's knowledge, none of the directors, senior
officers and principal shareholders of the Corporation or any respective
associates or affiliates of any director, senior officer or principal
shareholder of the Corporation had any direct or indirect interest in any
material transactions of the Corporation entered into since January 1, 1998,
save and except that:
On October 7, 1998, the Corporation sold 100% of the outstanding capital stock
of Glyko, Inc. to BioMarin. As consideration for such sale, BioMarin issued
2,259,039 shares of common stock of BioMarin to the Corporation, agreed to
assume options to purchase up to 585,969 Common Shares (which options were
previously issued to employees of Glyko, Inc.) and paid the Corporation $500 in
cash. The shares of BioMarin common stock were valued
<PAGE>
-12-
at $6.00 per share, yielding a total value of $13,554,234, and the options
assumed were valued at $945,765, which, when combined with the $500 in cash,
yields a total value for the consideration received of $14,500,499. As a result
of the sale of Glyko, Inc. the Corporation's ownership interest in BioMarin
increased to 41%. In conjunction with the sale of Glyko, Inc., the Corporation
converted approximately U.S.$3.8 million of intercompany loan to equity in
Glyko, Inc. The remaining balance of U.S.$1.2 million was repaid to the
Corporation in cash.
Mr. R. William Anderson, a Director of the Corporation, is also an officer of
BioMarin and on June 22, 1998, was granted an option to purchase 200,000 shares
of BioMarin's common stock at an exercise price of $4.00 per share.
INDEBTEDNESS OF DIRECTORS
EXECUTIVE OFFICERS AND SENIOR OFFICERS
Other than as described below, no director, senior officer or executive officer
of the Corporation or associate of any director, senior officer or executive
officer is, or at any time since the beginning of the most recently completed
financial year has been, indebted to the Corporation.
Pursuant to the Share Exchange Agreement under which the Corporation sold Glyko,
Inc. to BioMarin, the Corporation has loaned Cdn.$1,106,167 to Dr. John Klock to
purchase Common Shares of the Corporation upon the exercise of stock options
held by Dr. Klock as set forth below. The loans are evidenced by an interest
bearing promissory notes due on demand.
The following table sets forth any indebtedness of directors, senior officers or
executive officers of the Corporation entered into in connection with the
purchase of securities of the Corporation.
<TABLE>
- ------------------------------------------------------------------------------------------------------===================
<CAPTION>
Outstanding
Indebtedness as of Number of Common
Largest Amount of December 31, 1998 Shares Purchased
Name of Borrower Outstanding Security for
Lender Indebtedness Indebtedness
- ------------------------------------------------------------------------------------------------------===================
- ------------------------------------------------------------------------------------------------------===================
<S> <C> <C> <C> <C> <C>
John C. Klock Corporation Cdn.$1,106,167 Cdn.$1,106,167 532,672 532,672 Common
Shares
- ------------------------------------------------------------------------------------------------------===================
</TABLE>
During fiscal 1997 Dr. Klock purchased 800,000 shares of common stock of
BioMarin in exchange for a note maturing on July 31, 2000. The note is secured
by the underlying stock.
<PAGE>
-13-
APPROVAL
The contents of this Management Information Circular and the sending thereof to
the Shareholders have been authorized by the Board of Directors of the
Corporation.
DATED at Toronto this 28th day of January, 1999.
/s/John C.Klock
John C. Klock, M.D.
President and
Chief Executive Officer
GLYKO BIOMEDICAL LTD.
Scotia Plaza, Suite 2100
40 King Street West
Toronto, Ontario M5H 3C2
Canada
FORM OF PROXY SOLICITED BY THE MANAGEMENT FOR USE AT THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MARCH 10, 1999
The undersigned Shareholder(s) of GLYKO BIOMEDICAL LTD. hereby appoint(s) John
C. Klock, President and Chief Executive Officer, or failing him John H. Craig,
Secretary, or failing him, Mark I. Young, Assistant-Secretary, or in lieu of the
foregoing_________________________ as nominee of the undersigned to attend,
act and vote for the undersigned at the Special Meeting of the Shareholders
of the Corporation to be held on the 10th day of March, 1999, and at any
adjournment or adjournments thereof to the same extent and with the same
power as if the undersigned was present at the Special Meeting or adjournment
or adjournments thereof and, without limiting the generality of the power
hereby conferred, the nominees designated above are directed to:
(a) VOTE FOR ( ) VOTE AGAINST ( ) a resolution authorizing the grant
of options to purchase 100,000
common shares of the Corporation at
a price of U.S.$0.50 per share
expiring on October 25, 2001;
(b) VOTE FOR ( ) VOTE AGAINST ( ) a resolution authorizing the
re-pricing of options previously
granted on December 10, 1992
to certain insiders of the
Corporation to purchase 300,000
common shares of the Corporation
from an exercise price of Cdn$2.75
per share to Cdn.$1.00 per share and
ratifying the exercise of such options;
(c) VOTE FOR ( ) VOTE AGAINST ( ) on such other matters as may come
properly before the Special Meeting:
hereby revoking any proxy previously given.
If any amendments or variations to matters identified in the Notice of Special
Meeting are proposed at the Special Meeting or any adjournment or adjournments
thereof or if any other matters properly come before the Special Meeting or any
adjournment or adjournments thereof, this proxy confers discretionary authority
to vote on such amendments or variations or such other matters according to the
best judgment of the person voting the proxy at the Special Meeting or any
adjournment or adjournments thereof.
This proxy is solicited by the Management of the Corporation. A Shareholder has
the right to appoint a person to represent him and to attend and act for him on
his behalf at the Special Meeting or any adjournment or adjournments thereof
other than the nominees designated above and may exercise such right by striking
out the names of the persons designated above and inserting the name of his
nominee in the blank space provided above for that purpose.
<PAGE>
-2-
DATED the day of , 1999.
Signature of Shareholder(s)
Name(s) of Shareholder(s)
(Please Print)
Number of Shares Represented
by this Proxy
Notes:
1. This form of proxy must be dated and signed by the Shareholder or his
attorney authorized in writing or, if the Shareholder is a body corporate, this
form of proxy must be executed under its corporate seal or by an officer or
attorney thereof duly authorized.
2. The shares represented by this proxy will be voted, voted for, withheld from
voting or voted against in accordance with the instructions of the Shareholder
on any ballot that may be called for. Where no specification is made to vote or
withhold from voting in respect of the grant of options or the approval of
option re-pricing and ratification of exercise of such options, the nominees are
directed to vote the shares represented by this proxy.
3. This proxy ceases to be valid one year from its date.
4. Please date the proxy. If not dated, the proxy shall be deemed to be dated on
the day on which it is mailed.
5. If your address as shown is incorrect, please give your correct address when
returning this proxy.
Return all forms of proxy to:
Montreal Trust Company of Canada
151 Front Street West, 8th Floor
Toronto, Ontario M5J 2N1
Canada
