- Move to Bermuda will enhance corporate flexibility, reduce costs and provide better alignment with U.S. corporate law
- Subject to approval by extraordinary general meeting of shareholders
Zug, Switzerland, January 29, 2019 - Auris Medical Holding AG (EARS), a clinical-stage company dedicated to developing therapeutics that address important unmet medical needs in neurotology and central nervous system disorders, today announced its intention to relocate the Company's domicile from Zug, Switzerland to Hamilton, Bermuda. With the redomiciliation, the Company expects to gain more corporate flexibility, achieve cost savings and operate under a jurisdiction that is more familiar to U.S. investors. The move and related decisions will be subject to shareholder approval.
"We strongly believe the proposed move to Bermuda is in the best interest of our shareholders," commented Thomas Meyer, Auris Medical's founder, Chairman and CEO. "On various occasions we have found Swiss corporate law to be overly restrictive, especially with regard to corporate transactions, which has resulted in substantial direct and indirect costs to the Company. In addition, some particularities of Swiss corporate law have frequently generated confusion among U.S. investors. By relocating our corporate seat to Bermuda, we will be able to address these issues effectively and be better positioned to create value for all of our shareholders."
The Company's operating company, Auris Medical AG, will remain unaffected by the redomiciliation of the holding company and continue its activities in Basel, Switzerland. The Company has filed the proposed redomiciliation under a registration statement on Form F-4 with the Securities and Exchange Commission (SEC). Upon effectiveness of the Form F-4, the Company's Board of Directors plans to call an extraordinary general meeting of shareholders to approve the proposed redomiciliation, a memorandum of continuance and new bye-laws under Bermuda law. The Company expects the extraordinary general meeting to take place in the second half of March and the redomiciliation, subject to shareholder approval, to become effective right thereafter.
About Auris Medical
Auris Medical is a Swiss biopharmaceutical company dedicated to developing therapeutics that address important unmet medical needs in neurotology and mental health supportive care. The company is focused on the development of intranasal betahistine for the treatment of vertigo (AM-125) and for the prevention of antipsychotic-induced weight gain and somnolence (AM-201). These projects have gone through two Phase 1 trials and will move into proof-of-concept studies in 2019. In addition Auris Medical has two Phase 3 programs under development: Sonsuvi® (AM-111) for acute inner ear hearing loss and Keyzilen® (AM-101) for acute inner ear tinnitus. The Company was founded in 2003 and is headquartered in Zug, Switzerland. The shares of Auris Medical Holding AG trade on the NASDAQ Capital Market under the symbol "EARS."
This press release may contain statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or Auris Medical's strategies or expectations. In some cases, you can identify these statements by forward-looking words such as "may", "might", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "projects", "potential", "outlook" or "continue", or the negative of these terms or other comparable terminology. Forward-looking statements are based on management's current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements. These risks and uncertainties include, but are not limited to, Auris Medical's need for and ability to raise substantial additional funding to continue the development of its product candidates, the ability to pursue strategic partnering and non-dilutive funding for its Phase 3 programs, the results of Auris Medical's review of strategic options and the outcome of any action taken as a result of such review, the timing and conduct of clinical trials of Auris Medical's product candidates, the clinical utility of Auris Medical's product candidates, the timing or likelihood of regulatory filings and approvals, Auris Medical's intellectual property position and Auris Medical's financial position, including the impact of any future acquisitions, dispositions, partnerships, license transactions or changes to Auris Medical's capital structure, including future securities offerings. These risks and uncertainties also include, but are not limited to, those described under the caption "Risk Factors" in Auris Medical's Annual Report on Form 20-F for the year ended December 31, 2017, and in Auris Medical's other filings with the SEC, which are available free of charge on the Securities Exchange Commission's website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to Auris Medical or to persons acting on behalf of Auris Medical are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and Auris Medical does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.