<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [X]
Filed by a Party other than the
Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
THERAPEUTIC ANTIBODIES INC.
(Name of Registrant as Specified in Charter)
--------------------------------------------------------------------------
(Name of Person(s) Filing the Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
<PAGE> 2
THERAPEUTIC ANTIBODIES INC.
1207 17TH AVENUE SOUTH
SUITE 103
NASHVILLE, TENNESSEE 37212
THIS DOCUMENT IS IMPORTANT AND NEEDS YOUR IMMEDIATE ATTENTION. WHEN CONSIDERING
WHAT ACTION TO TAKE YOU ARE RECOMMENDED TO CONTACT YOUR STOCKBROKER, BANK
MANAGER, ATTORNEY, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT INVESTMENT
ADVISER. YOUR ATTENTION IS DRAWN TO THE RESOLUTION TO APPROVE AND AUTHORIZE THE
COMPANY TO FILE THE CERTIFICATE OF AMENDMENT TO THE COMPANY'S AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION, THE PRINCIPAL TERMS OF WHICH ARE
DESCRIBED IN THE PROXY STATEMENT.
October ___, 1998
TO THE SHAREHOLDERS OF THERAPEUTIC ANTIBODIES INC.:
On behalf of the Board of Directors and management, I invite you to
attend the Special Meeting of Shareholders of Therapeutic Antibodies Inc. (the
"Company") to be held on October ___, 1998 at 9:00 a.m., Nashville Time, at the
offices of Waller Lansden Dortch & Davis, located at 511 Union Street, Suite
2100, Nashville, Tennessee 37219.
The notice of meeting and proxy statement accompanying this letter
describe the specific business to be acted upon.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE REQUESTED TO MARK, SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD.
If you have sold or transferred all of your Therapeutic Antibodies Inc.
Common Stock, please deliver this document to the purchaser or transferee or to
the agent through whom the sale or transfer of shares was executed, for delivery
to the purchaser or transferee.
Sincerely yours,
Martin S. Brown
Secretary
IMPORTANT
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY.
<PAGE> 3
THERAPEUTIC ANTIBODIES INC.
1207 17TH AVENUE SOUTH
SUITE 103
NASHVILLE, TENNESSEE 37212
NOTICE OF SPECIAL SHAREHOLDERS' MEETING
OCTOBER ___, 1998
Notice is hereby given that a Special Meeting of Shareholders of
Therapeutic Antibodies Inc. (the "Company") will be held on October ___, 1998,
at 9:00 a.m., Nashville Time, at the offices of Waller Lansden Dortch & Davis,
located at 511 Union Street, Suite 2100, Nashville, Tennessee 37219, for the
following purposes:
AS SPECIAL BUSINESS:
To consider and, if acceptable, to pass the following resolutions which
will be proposed as Ordinary Resolutions:
1. To approve and authorize the Company to file the Certificate
of Amendment to the Company's Amended and Restated Certificate
of Incorporation, the principal terms of which are described
in the Proxy Statement; and
2. To approve and authorize the Company to sell certain of its
assets to MicroPharm Limited, an entity controlled by John
Landon, M.D., a former director and executive officer of the
Company, the principal terms of which are described in the
Proxy Statement.
Shareholders of record at the close of business on September 16, 1998
are entitled to notice of and to vote at the Special Shareholders' Meeting.
Dated: October ___, 1998 By order of the Board of Directors
Martin S. Brown
Secretary
IMPORTANT
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENVELOPE PROVIDED.
<PAGE> 4
THERAPEUTIC ANTIBODIES INC.
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
This statement is furnished in connection with the solicitation of
proxies to be used at a Special Meeting of Shareholders of Therapeutic
Antibodies Inc. ("TAb" or the "Company") to be held on October ___, 1998 at 9:00
a.m., Nashville Time, at the offices of Waller Lansden Dortch & Davis, located
at 511 Union Street, Suite 2100, Nashville, Tennessee 37219, and at any
adjournment or adjournments thereof. This Proxy Statement and the accompanying
form of proxy are first being mailed or given to shareholders of the Company on
or about October ___, 1998.
Shareholders are urged to sign the enclosed form of proxy and return it
promptly in the envelope enclosed for that purpose. Proxies will be voted in
accordance with the shareholders' directions. If no directions are given,
proxies will exercise their discretion as to whether, and if so, how they vote
on all matters to properly come before the meeting. The Board of Directors is
not aware of any matters other than those described herein which may be
presented for action at the meeting.
A proxy may be revoked at any time prior to the voting thereof by
written request to the Company at 1207 17th Avenue South, Suite 103, Nashville,
Tennessee 37212, Attention: Martin S. Brown, Secretary. A proxy may also be
revoked by submission to the Company of a more recently dated proxy. The giving
of a proxy will not affect the right of the shareholders to attend the meeting
and vote in person. A shareholder may revoke a proxy by attending the Special
Meeting and voting in person.
The close of business on September 16, 1998 has been fixed as the
record date for the determination of shareholders entitled to notice of and to
vote at the Special Meeting. On that date there were 23,366,658 shares of Common
Stock outstanding. Each share has one vote. The Common Stock of the Company is
the only outstanding voting stock. References herein to the "Company," include
Therapeutic Antibodies Inc. and its subsidiaries.
<PAGE> 5
APPROVAL OF CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
REASONS FOR AMENDMENT
The Company is seeking shareholder approval of an amendment to the
Company's Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") to increase the number of authorized shares of Common Stock.
The Company is planning to raise additional capital by privately
placing up to an aggregate of 25,000,000 shares of its Common Stock (the
"Placing"). The net proceeds from the Placing will be used primarily to fund the
ongoing development of the Company's products and to repay approximately $4.025
million principal amount of the Company's 15% Subordinated Notes issued by the
Company between June and August 1998. Management believes that that this
fundraising will provide sufficient funding to allow the Company to reach the
commercial launch of several products and is intended to bring it to the point
at which its revenue can sustain ongoing product development and produce a
financial return to shareholders. The proposed amendment is directly related to
the Placing and is necessary if the Placing is to proceed. The Company's
Certificate of Incorporation currently authorizes 39,000,000 shares of Common
Stock and 1,000,000 shares of Preferred Stock. At September 1, 1998, the Company
had 23,366,658 shares of Common Stock outstanding, and another 3,685,712 shares
of Common Stock were reserved for issuance upon the exercise of outstanding
options and warrants. In order to complete the Placing, the Company's
Certificate of Incorporation must authorize a sufficient number of shares of
Common Stock for issuance upon completion of the Placing. Accordingly, the Board
of Directors of the Company has determined that it is in the best interests of
the Company to seek shareholder approval of an increase in the number of
authorized shares of Common Stock at the Special Meeting.
On August 13, 1998, the Board of Directors approved the proposed
Certificate of Amendment to the Company's Amended and Restated Certificate of
Incorporation (the "Amendment"), as further described below. Unless the
Amendment is approved by the Company's shareholders at the Special Meeting, the
Placing cannot be completed in full and the Company may not have sufficient
funds to continue operations.
AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Amended and Restated Certificate of Incorporation of the Company
currently authorizes the issuance of 39,000,000 shares of Common Stock, par
value $.001 per share, and 1,000,000 shares of Preferred Stock, par value $.01
per share. On August 13, 1998, the Board of Directors of the Company approved an
amendment to the Company's Amended and Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock to 59,000,000 shares of
Common Stock being an increase of 51.3 percent over the current number of
authorized shares of Common Stock.
REQUIRED VOTE
Shareholder approval of the Amendment is required by the terms of the
Company's Amended and Restated Certificate of Incorporation, Delaware law and
the Listing Rules of the London Stock Exchange. Adoption of the Amendment is
conditioned on the affirmative vote of the holders of a majority of the shares
of Common Stock present or represented and entitled to vote at the Special
Meeting.
The foregoing is intended to be a description of the principal features
of the Amendment and is qualified in its entirety by reference to the complete
text of the Certificate of Amendment to Amended and Restated Certificate of
Incorporation, a copy of which will be available for inspection at the Special
Meeting. A copy of the Certificate of Amendment is also available from the
Company upon request, or
2
<PAGE> 6
may be inspected at the principal office of the Company at 1207 17th Avenue
South, Suite 103, Nashville, Tennessee 37212 or the office of TAb London Limited
at 14-15 Newbury Street London EC1A 7HU during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) from the date of this
document until the Special Meeting and at the place of the Special Meeting
fifteen minutes before the meeting and during the meeting. See, "General
Information."
The Board of Directors considers the Placing and the Amendment to be in
the best interests of the Company and its shareholders as a whole. Accordingly,
the Directors unanimously recommend that shareholders vote FOR the adoption of
the Amendment as they intend to do in respect of their own beneficial holdings
amounting, in the aggregate, to 3,652,423 shares of Common Stock, representing
15.6 percent of the Company's current issued share capital.
3
<PAGE> 7
APPROVAL OF THE SALE OF CERTAIN ASSETS OF THE COMPANY
THE DISPOSAL
On September 1, 1998, the Company announced that it proposes to sell
certain real property and business assets located in Wales to MicroPharm
Limited, a corporation established by John Landon, M.D., a former director and
executive officer of the Company (the "Disposal"). The aggregate purchase price
for the assets, which will be determined on closing, is estimated to be
(pound)636,000.
Dr. Landon, a co-founder of the Company, served as a Director and as
the Executive Vice President - Research and Development of the Company, until
his resignation from both positions effective August 31, 1998 and is, therefore,
a related party of the Company under the rules of the London Stock Exchange.
Accordingly, the Disposal requires the approval of Shareholders.
BACKGROUND TO AND REASONS FOR THE DISPOSAL
The Directors have undertaken a comprehensive review of the Company's
operations and assets and have elected to take certain actions designed to
conserve capital, streamline operations and refocus the Company's product
development activities on programs capable of bringing near-term commercial
success. As part of this process, the Directors have concluded that a reduction
in the size of the Board of Directors will facilitate more rapid decision-making
and sharpen the focus of management's decisions regarding operational
priorities. Effective August 31, 1998, seven members of the Board of Directors,
including Dr. Landon, agreed to resign their directorships.
The Directors have also determined that greater efficiencies can be
obtained by consolidating the Company's sheep farming and antisera production
facilities into its existing operations in Australia. The decision was therefore
made to divest the Company's farming operations in Wales, as the Directors
believe the Company has sufficient capacity to expand its Australian operations
to meet projected production demands. With the departure of Dr. Landon, the
Directors saw an opportunity to dispose of the Welsh facilities while
maintaining any local antisera supply needs on a contractual basis.
TERMS OF THE DISPOSAL
Under the proposed terms of the Disposal, MicroPharm Limited
("MicroPharm"), a newly-formed U.K. company located at Gernos Farm, Ffostrasul,
Llandysul, Ceredigion, Wales SA44 5LP will enter into an agreement (the
"Disposal Agreement") with the Company's Polyclonal Antibodies Ltd. subsidiary
("PAL") to acquire from the Company certain non-essential property and assets
located near the Company's Welsh manufacturing facilities and certain related
businesses. Dr. Landon is a shareholder in MicroPharm and is a director of
MicroPharm. The Disposal Agreement provides that MicroPharm will acquire from
the Company two parcels of real property: an 85-acre tract at Blaenwaun and a
117-acre tract at Gernos Farm, Wales (collectively the "Farms"), together with
improvements located on the two parcels. MicroPharm will also purchase certain
tangible assets used in connection with the Company's sheep farming operations,
consisting primarily of buildings, farming equipment and vehicles (the
"Assets"). The Company shall also sell to MicroPharm the rights to carry on
certain bulk antiserum research and sales activities at the Farms (the "Related
Businesses").
The Company will retain its 20,000 square foot state-of-the-art
manufacturing plant at Blaewaun, at which the Company prepares its products for
preclinical and clinical trials. The Company will continue to conduct its
product manufacturing activities at this location, using antisera primarily
produced at the Company's Australian production facilities. The two parcels
being sold to Dr. Landon are currently used by the Company solely for sheep
farming and antisera production, which operations the Directors expect to move
to Australia by mid-1999. The Company will continue to have the ability to
purchase from MicroPharm antisera for certain of the Company's products,
although the Company anticipates that most of the Company's antisera needs will
be met by its Australian production facilities.
4
<PAGE> 8
At the closing of the Disposal, the Company shall enter into license
agreements ("License Agreements") with MicroPharm granting MicroPharm an
exclusive license for the production of polyclonal antisera for research and
diagnostic purposes in the United Kingdom and the sale of any resulting products
manufactured by MicroPharm in Europe. The License Agreements will also provide
that the Company will retain all rights to polyclonal antisera for therapeutic
purposes and for the grant to MicroPharm of a license to develop certain new
therapeutic products, with the Company to have distribution rights for any
resulting products.
In consideration for the sale of the Farms, the Assets and the Related
Businesses, MicroPharm shall (i) pay to the Company cash in an amount equal to
the net book value of the assets at December 31, 1998, which amount is currently
estimated to be (pound)636,000, and (ii) issue to the Company MicroPharm
Ordinary Shares of 10p, credited as fully paid. The Directors anticipate that
MicroPharm and the Company will enter into a Shareholders' Agreement (the
"Shareholders' Agreement"), valid for ten years from the date of the
Shareholders' Agreement, pursuant to which the Company will be entitled to
appoint a director to the Board of MicroPharm (the "TAb Director").
Additionally, without prior written approval from the TAb Director, or in the
event no TAb Director is then appointed, from the Company, the board of
directors of MicroPharm will not approve certain actions outside the ordinary
course of business, including but not limited to, reorganizing MicroPharm's
share capital, entering into an agreement of a material nature, appointing
directors to the MicroPharm board and amending MicroPharm's Articles of
Association and Memorandum. The aggregate fair market value of the Farms has
been independently valued by Halifax Property Services at (pound) 360,000.
The Company's Therapeutic Antibodies UK Ltd. subsidiary has also
entered into a short-term Consultancy Agreement with MicroPharm pursuant to
which MicroPharm manages the contract antisera business for the Company at the
Welsh facilities until the commencement of the License Agreements following
shareholder approval. The Company pays MicroPharm a consulting fee equal to 40%
of the Company's monthly net invoiced sales in connection with the contract
antisera business. Through June 30, 1999, MicroPharm will also advise the
Company in connection with the transfer of the Company's antigen preparation
process from the Gernos Farm to the Company's Australian facilities. The Company
will pay MicroPharm a monthly consulting fee of (pound)5,000 for this service.
The Directors are not seeking shareholder approval of the Consultancy Agreement.
Dr. Landon has entered into appropriate confidentiality,
nonsolicitation and noncompetition agreements with the Company.
REQUIRED VOTE
The Directors, who have been so advised by Panmure Gordon & Co., Ltd.,
believe that the transaction is fair and reasonable so far as the Shareholders
are concerned. In providing advice to the Directors, Panmure Gordon has taken
into account the Directors' assessment of the business of the Company and its
subsidiaries.
Shareholder approval of the proposed Disposal of the Farms, the Assets
and the Related Businesses to MicroPharm is required by the Listing Rules of the
London Stock Exchange. Approval of the Disposal is conditional on the
affirmative vote of the holders of a majority of the shares of Common Stock
present or represented and entitled to vote at the Special Meeting. Neither Dr.
Landon nor any of his associates hold any shares of the Company's Common Stock
and therefore are not eligible to vote on any of the proposals to be considered
at the Special Meeting.
The Board of Directors recommends that the Shareholders vote FOR the
authorization and approval of the Disposal of the Farms, the Assets and the
Related Businesses to MicroPharm as they intend to do in respect of their own
beneficial holdings amounting, in the aggregate, to 3,652,423 shares of Common
Stock, representing 15.6 percent of the Company's current issued share capital.
In addition, the Directors have obtained irrevocable undertakings from certain
other shareholders who, in the aggregate, hold ____ shares, representing ____%
of the issued share capital of the Company.
5
<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares held beneficially,
directly or indirectly, as of September 30, 1998, by (i) all beneficial owners
of more than 3% of the Company's Common Stock, (ii) all directors and Named
Executive Officers of the Company, and (iii) all directors and executive
officers as a group, together with the percentage of the outstanding shares
which such ownership represents.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP (5) PERCENT OF CLASS (6)
------------------- ----------------------- -----------------
<S> <C> <C>
Stuart M. Wallis (1) 0 *
Andrew J. Heath, M.D., Ph.D. (1) (2) 15,000 *
Martin S. Brown (1)(2) 2,880,633(7) 12.2%
Harry G. Browne, M.D. (1)(2)(3) 514,122(8) 2.2
A. J. Kazimi (1)(2)(3) 373,000(9) 1.6
John Landon, M.D. (1)(2)(3) 1,092,325(10) 4.7
Tim Chard, M.D. (1) 1,050,790(11) 4.5
Glyn O. Edwards (2)(4) 17,000(12) *
20 Ashley Park
Maidenhead, Berks (U.K.) SL6 8EZ
All directors and executive officers 5,957,346(13) 24.8
as a group (nine persons)
Republic of Singapore 1,348,250 5.8
54 Lombard Street
London
EC3T 3AH
Prudential Portfolio Managers Limited 1,636,900 7.0
Mariner House
Pepys Street
London EC3n 4DA
Schroder Investment Management Limited 1,112,686 4.8
22 Church Street
Hamilton HM11, Bermuda
Nomura International PLC 977,325 4.2
Nomura House
1 St. Martin's Legrand
London EC1A 4NP
</TABLE>
- -----------------------------------
* Indicates less than 1% ownership
6
<PAGE> 10
(1) The address for Messrs. Wallis, Brown, Heath, Browne, Kazimi, Landon and
Chard is c/o the Company, 1207 17th Avenue South, Suite 103, Nashville,
Tennessee 37212.
(2) Named Executive Officers.
(3) Resigned as an officer and as a director of the Company effective August
31, 1998.
(4) Resigned as an officer of the Company effective June 1, 1998.
(5) Beneficial ownership is deemed to include shares of the Company's Common
Stock which an individual has a right to acquire within 60 days of the date
of this Proxy Statement upon the exercise of options. The table includes
options granted under the Company's 1990 Stock Incentive Plan and its 1997
Stock Option Plan (collectively, the "Option Plans"). These shares are
deemed to be outstanding for the purposes of computing the percentage
ownership of that individual but are not deemed outstanding for the
purposes of computing the percentage of any other person. Unless otherwise
noted in the following footnotes, the persons as to whom information is
given had sole voting and investment power over the shares of Common Stock
shown as beneficially owned.
(6) Computation based upon 23,366,658 shares outstanding on September 16,
1998.
(7) Includes 179,804 shares of Common Stock owned by Mr. Brown's spouse, 79,000
shares of Common Stock issuable upon the exercise of warrants outstanding,
6,250 shares of Common Stock registered in the name of the Cockayne Fund,
Inc., over which Mr. Brown shares investment control, 170,000 shares of
Common Stock issuable upon the exercise of options granted pursuant to the
Option Plans, 68,449 shares of Common Stock held in an Individual
Retirement Account, and 645,706 shares of Common Stock held by the Atticus
Trust of which Mr. Brown is a trustee.
(8) Includes 110,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans, 283,372 shares registered in
the name of the Browne Family Trust, 64,750 shares registered in the name
of the Browne Children's Trust, and 56,000 shares registered in the name of
the Margaret G. Browne Trust, of which Dr. Browne is a trustee.
(9) Includes 95,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans.
(10) Includes 1,142 shares of Common Stock owned by Dr. Landon's spouse and
115,000 shares of Common Stock issuable upon the exercise of options
granted pursuant to the Option Plans.
(11) Includes 45,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans.
(12) Includes 17,000 shares issuable upon the exercise of options granted
pursuant to the Option Plans.
(13) Includes 79,000 shares of Common Stock issuable upon the exercise of
outstanding warrants and 564,000 shares of Common Stock issuable upon the
exercise of options granted pursuant to the Option Plans.
7
<PAGE> 11
GENERAL INFORMATION
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Company at its executive offices
at 1207 17th Avenue South, Suite 103, Nashville, Tennessee 37212 no later than
December 28, 1998, in order to be included in the proxy statement and form of
proxy for that meeting. The deadline for delivering to the Company notice of
shareholder proposals, other than proposals to be included in the proxy
statement, for the 1999 Annual Meeting of Shareholders will be February 15,
1999, pursuant to Rule 14a-4 under the Securities Exchange Act of 1934. The
persons named as proxies in the proxy statement may exercise discretionary
authority to vote on any proposals received after such date.
COUNTING OF VOTES
All matters specified in this Proxy Statement that are to be voted on
at the Special Meeting will be by written ballot. Inspectors of election will be
appointed to, among other things, determine the number of shares outstanding,
the shares represented at the Special Meeting, the existence of a quorum and the
authenticity, validity and effect of proxies, to receive votes of ballots, to
hear and determine all challenges and questions in any way arising in connection
with the right to vote, to count and tabulate all votes and to determine the
result. Each item presented herein to be voted on at the Special Meeting must be
approved by the affirmative vote of the holders of the number of shares
described under each such item. The inspectors of election will treat shares
represented by proxies that reflect abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum.
Abstentions, however, do not constitute a vote "for" or "against" any matter and
thus will be disregarded in the calculation of "votes cast."
Inspectors of election will treat shares referred to as "broker
non-votes" as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. However, for purposes of determining the
outcome of any matter as to which the broker has physically indicated on the
proxy that it does not have discretionary authority to vote, those shares will
be treated as not present and not entitled to vote with respect to that matter
(even though those shares are considered entitled to vote for quorum purposes
and may be entitled to vote on other matters).
MATERIAL CONTRACTS
Except as set forth below, the Company has not entered into any
contract, not being in the ordinary course of business, which is, or may be,
material in the two years immediately preceding the date of this Proxy
Statement:
1. Outline Agreement, dated August 31, 1998, between the
Company and Dr. Landon, relating to the disposal of the Farms,
the Assets and the Related Businesses, the terms of which are
discussed under the heading "Terms of the Disposal" above;
2. Consultancy Agreement, dated August 31, 1998, between the
Company and MicroPharm, relating to certain consulting
services more fully discussed under the heading "Terms of the
Disposal" above;
3. Compromise Agreement, dated August 31, 1998, between the
Company and Dr. Landon, relating to the termination of Dr.
Landon's employment with the Company more fully discussed
under the heading "Terms of the Disposal" above.
SIGNIFICANT CHANGES
There has been no significant change in the trading position of the
Company since June 30, 1998, the last financial period for which interim
financial statements have been published. At June 30, 1998, the Company had cash
reserves of $2,268,914. At October ____, 1998, the Company had cash reserves of
$___________.
8
<PAGE> 12
MISCELLANEOUS
1. The Company's registered office is Corporation Trust Centre,
1209 Orange Street, Wilmington, Delaware 19801, USA. The
Company's principal place of business is at 1207 17th Avenue
South, Suite 103, Nashville, Tennessee 37212, USA.
2. Halifax Property Services has given and has not withdrawn its
written consent to the inclusion of the reference to its name
in this document in the form and context in which it is included.
3. The solicitation of proxies on the enclosed form is made on
behalf of the Board of Directors of the Company. The entire cost
of soliciting these proxies will be borne by the Company. In
addition to being solicited through the mails, proxies may be
solicited personally or by courier service, telephone or
telegraph by officers, directors and employees of the Company,
who will receive no additional compensation for such activities.
Arrangements will also be made with brokerage houses and other
custodians, nominees and fiduciaries to forward solicitation
materials to the beneficial owners of shares held of record by
such persons, who will be reimbursed for their reasonable
expenses incurred in such connection.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents may be inspected at the offices of
Ashurst Morris Crisp of 5 Appold Street, London EC2A 2HA or Waller Lansden
Dortch & Davis, A Professional Limited Liability Company, 511 Union Street,
Suite 2100, Nashville, Tennessee 37219 and at the offices of the Company at
14-15 Newbury Street, London EC1A 7HU and at 1207 17th Avenue South, Suite 103,
Nashville, Tennessee 37212 during normal business hours on any weekday
(Saturdays, Sundays and public holidays excepted) from the date of this document
until the Special Meeting:
(a) the Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws of the Company;
(b) the audited consolidated accounts of the Company and its subsidiaries
for the years ended December 31, 1996 and 1997, being each of the two
financial years preceding the publication of this document;
(c) the material contracts referred to under the heading "Material
Contracts" above;
(d) the executive Directors' terms and conditions of employment and
non-executive Directors' letter of appointment;
(e) the independent valuation by Halifax Property Services of the Farms
and Assets referred to under the heading "Terms of the Disposal"
above; and
(f) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 and the most recent Quarterly Reports on Form 10-Q as
filed with the SEC.
Additionally, upon the written request of any record holder or
beneficial owner of Common Stock entitled to vote at the Special Meeting, the
Company, without charge, will provide a copy of the documents listed above.
BY ORDER OF THE BOARD OF DIRECTORS
Nashville, Tennessee Martin S. Brown
October ___, 1998 Secretary
9
<PAGE> 13
APPENDIX A
PROXY CARD
THERAPEUTIC ANTIBODIES INC.
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER ____, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
The undersigned hereby appoints Martin S. Brown and Andrew J. Heath,
M.D., Ph.D., or either of them, with power of substitution or ________________,
as Proxy(ies) to vote all stock of Therapeutic Antibodies Inc. owned by the
undersigned at the Special Meeting of Shareholders to be held at the offices of
Waller Lansden Dortch & Davis, located at 511 Union Street, Suite 2100,
Nashville, Tennessee 37219, at 9:00 a.m. Nashville Time, on October ____, 1998,
and any adjournment thereof, on the following items of business and such other
business as may properly come before the meeting.
1. THE APPROVAL AND AUTHORIZATION OF THE COMPANY TO FILE THE CERTIFICATE
OF AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,
THE PRINCIPAL TERMS OF WHICH ARE DESCRIBED IN THE PROXY STATEMENT.
______ FOR ______ AGAINST
2. THE APPROVAL AND AUTHORIZATION OF THE COMPANY TO SELL CERTAIN OF ITS ASSETS
TO MICROPHARM LIMITED, AN ENTITY ESTABLISHED BY JOHN LANDON, M.D., A FORMER
DIRECTOR AND EXECUTIVE OFFICER OF THE COMPANY, THE PRINCIPAL TERMS OF WHICH ARE
DESCRIBED IN THE PROXY STATEMENT. ______ FOR ______ AGAINST
THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE
PROXY DESIGNATED HEREBY WILL EXERCISE HIS OR HER DISCRETION AS TO WHETHER AND,
IF SO, HOW TO VOTE ON ALL MATTERS TO PROPERLY COME BEFORE THE MEETING. YOU MAY,
BUT ARE NOT REQUIRED TO, APPOINT ANY PERSON, WHETHER OR NOT AFFILIATED WITH THE
COMPANY, AS YOUR PROXY. IN THE ABSENCE OF A SPECIFIC DESIGNATION, MARTIN S.
BROWN AND ANDREW J. HEATH, M.D., PH.D., OR EITHER OF THEM, WITH POWER OF
SUBSTITUTION, SHALL ACT AS YOUR PROXY FOR THE SPECIAL MEETING.
Please sign, and when signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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Dated: , 1998 Shareholder Name (Please print)
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Signature of Shareholder
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Signature if held jointly
[ ] I expect to attend the Special Meeting
[ ] I do not expect to attend the Special Meeting
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
