Silence from Amrad on eve of key meeting

The Amrad Corporation versus Circadian Technologies showdown is set to reach its climax tomorrow when shareholders vote on the future of the board.

Major shareholder Circadian, through its subsidiary Fibre Optics, has proposed three of Amrad's board members be ousted to make way for three of its own selection.

Circadian, which owns 19.3 per cent of Amrad, has proposed to replace chairman Prof John Mills and directors Helen Cameron and Jeremy Curnock Cook.

The company has put forward Sigma Pharmaceuticals director Olaf O'Duill, Minter Ellison director Ian Davis and recently retired CSL vice-president Bob Moses.

Despite Amrad's claims to the contrary, Circadian has insisted the proposal is not part of a takeover bid, but rather an effort to create a board with appropriate business and commercialisation expertise.

The stoush arose in March, less than a week after Amrad announced a key drug, Emfilermin, had failed in clinical trials to reduce nerve damage in cancer patients.

The news prompted a share price slide just weeks after the company completed a $15 million institutional share placement at $1.15 a share.

Today Amrad shares were trading about 77 cents.

Amrad chairman John Mills chose not to speak to the media this week, preferring to wait until after tomorrow's crucial meeting.

But in letters to the company's shareholders, Amrad has strongly urged against Circadian's proposal.

"It is not in your interests to allow nominees of a shareholder that owns 19 per cent of the company to attain 50 per cent board representation and for one of those nominees to be appointed chairman," it cautioned investors.

Amrad did, however, promise to invite Circadian nominee Moses to the board if the motion failed.

Circadian executive director Graeme Kaufman said that while the company had been approached by people with offers to buy more shares in Amrad, it had decided against it.

"We have taken no further holdings since January," Kaufman said. "We want to see the outcome of the meeting and see what would be the best action moving forward."

Kaufman said the outcome of the meeting would be critically dependent on the Victorian government, which would direct the voting of the next most influential shareholder, State Trustees.

He said that while Circadian had spoken to a lot of shareholders, it had not spoken directly with the trustees and had no clue as to which way they were likely to vote, if at all.

Shareholders will vote on the proposal at a meeting in Melbourne at 2pm tomorrow.