Stockholm, February 13, 2012 – The Disciplinary Committee of NASDAQ OMX Stockholm AB (”the exchange”) has found that the listed company Active Biotech AB has been in breach of the exchange’s rules and regulations for issuers in respect of the information the company has provided to the stock market.
The matter in question concerns the disclosure of information regarding the as-yet unregistered drug laquinimod. According to an agreement with Active Biotech, the Israeli company Teva Pharmaceuticals Industries Ltd (“Teva”) has licensing rights for the said drug. The shares of Teva are listed on NASDAQ in New York and on the Israeli exchange in Tel Aviv.
Active Biotech has breached the procedures for the disclosure of information regarding the publication of a press release pertaining to a Phase III study into the drug laquinimod. Through a press release, Teva disclosed the findings of the Phase III study to the North American market approximately 10 minutes before the publication by Active Biotech of a Swedish press release, under the headline ”Results of Phase III BRAVO trial reinforce unique profile of laquinimod for treatment of multiple sclerosis.”
This matter pertained to information that Teva possessed but that was of also of considerable interest to Active Biotech’s shareholders. The Disciplinary Committee is of the opinion that in cases where several parties are involved the need for coordinated publication of price-sensitive information subjects the listed company to rigorous demands in terms of procedures and systems for information disclosure, since the timing of the parties’ publication must be simultaneous in all respects. Accordingly, Active Biotech and Teva should have established written routines governing how the joint disclosure of information should be handled.
With respect to the contents of the information, the Disciplinary Committee states that Active Biotech is itself responsible for ensuring that the information issued by the company is correct, relevant and clear, and is not misleading, regardless of whether the primary information source is a business partner. Insofar as this is not the case, this means that any references Active Biotech makes to Teva do not constitute a valid excuse. In the opinion of the Committee, it would have been more natural had the headline been formulated in a more neutral manner, for example, by containing information stating that the results of the previous study had been confirmed. However, the committee does not feel that the headline was misleading in a manner that would warrant disciplinary sanction against Active Biotech.
In summary, the Committee finds that although Active Biotech can be blamed for not having ensured that a written procedure was in place with Teva for the joint disclosure of information, this lapse could be deemed excusable in view of the circumstances, whereby a warning should suffice as the sanction.
A comprehensive description of the matter and the Disciplinary Committee’s ruling has been published on: http://nasdaqomx.com/listingcenter/nordicmarket/surveillance/stockholm/disciplinarycommittee
About the Disciplinary Committee
The role of NASDAQ OMX Stockholm’s Disciplinary Committee is to consider suspicions regarding whether Exchange Members or listed companies have breached the rules and regulations applying on the Exchange. If NASDAQ OMX Stockholm suspects that a member or a listed company has acted in breach of NASDAQ OMX Stockholm’s rules and regulations, the matter is reported to the Disciplinary Committee. NASDAQ OMX Stockholm investigates the suspicions and pursues the matter and the Disciplinary Committee issues a ruling regarding possible sanctions. The sanctions possible for listed companies are a warning, a fine or delisting. The fines that may be imposed range from one to 15 annual fees. The sanctions possible for Exchange Members are a warning, a fine or debarment. Fines paid are not included in the Exchange’s business but are attributed to a foundation supporting research in the securities market. The Disciplinary Committee's Chairman and Deputy Chairman must be lawyers with experience of serving as judges. At least two of the other members of the Committee must have in-depth insight into the workings of the securities market.
Members: Former Supreme Court Justice Johan Munck (Chairman), Supreme Court Justice Marianne Lundius (Deputy Chairman), Professor emirita Madeleine Leijonhufvud, Company Director Stefan Erneholm and Company Director Anders Oscarsson. Deputies: Former Authorized Public Accountant Bo Magnusson, Lawyer Wilhelm Lüning, Company Director Jack Junel, Ragnar Boman (MBA) and Carl Johan Högbom (MBA).
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