Unilife Medical Solutions Limited (Unilife Australia or the
Company) (ASX: UNI) (PINKSHEETS: UNIFF) today announced that it
entered into a Merger Implementation Agreement with Unilife
Corporation (Unilife USA), a wholly owned subsidiary of Unilife
Australia. The purpose of the Merger Implementation Agreement is to
facilitate the proposed redomiciliation of the Unilife group to the
United States of America (Proposed Transaction).
The Proposed Transaction will be implemented by the
establishment of a new corporate structure under which Unilife USA,
a company incorporated in Delaware, United States of America, will
become the ultimate parent company of the Unilife group (Group). As
a result, shareholders and optionholders of Unilife Australia
(Security Holders) will exchange their existing interests in
Unilife Australia for equivalent interests in Unilife USA.
The Group's business, operations, management and employees will
not materially change as a result of the Proposed Transaction. Upon
implementation of the Proposed Transaction, the Board of Unilife
USA will be restructured to reflect the Group's domicile in the
US.
In connection with the Proposed Transaction, Unilife USA will
replace Unilife Australia as the entity which is listed on the ASX.
To achieve this, Unilife Australia shareholders will receive common
stock or CHESS Depositary Interests (CDIs) in Unilife USA. The CDIs
will trade on ASX. Each CDI will, in general terms, be equivalent
to two existing ordinary share(s) in Unilife Australia. Unilife USA
will also seek a new listing on NASDAQ in conjunction with the
Proposed Transaction and, if successful, the common stock of
Unilife USA will be quoted on NASDAQ.
The United States represents the largest single target market of
the Group. Given that Unilife Australia already has the majority of
its operational base located in the United States, the Board
believes that redomiciliation represents a natural evolution and
opportunity for the Group.
The Proposed Transaction is subject to approval by the
Australian Federal Court as well as approval of Unilife Australia
Security Holders. It is designed to make Unilife Australia a more
attractive investment for local and international shareholders by
creating a structure which the Board believes will provide an
increased opportunity to broaden the potential scope, liquidity and
depth of the Company's shareholder base, while maintaining strong
ties with Australian investors.
The Proposed Transaction
In order to implement the Proposed Transaction, Unilife
Australia proposes to enter into two schemes of arrangement under
section 411 of the Corporations Act 2001 between Unilife Australia
and its shareholders and optionholders as follows:
-- Share Scheme -- Under the proposed scheme of arrangement between
Unilife Australia and its shareholders, Unilife USA will acquire all
existing ordinary shares in Unilife Australia (Shares) from shareholders
with the result that Unilife Australia will become a wholly owned
subsidiary of Unilife USA. As consideration for acquiring the existing
ordinary shares in Unilife Australia, Unilife USA will issue to
shareholders shares in Unilife USA.
Unilife Australia shareholders will be entitled to elect to receive
their Unilife USA shares either in the form of common stock or CDIs.
The CDIs will be tradeable on ASX. However, unless and until common
stock is quoted on NASDAQ, there will not be any public market for the
common stock. Shareholders who receive CDIs can exchange them for
common stock at any time (and vice versa).
-- Option Scheme -- All existing options in Unilife Australia issued
under its Employee Share Option Plan (Options) will be cancelled and
Unilife USA will issue replacement options under the proposed option scheme
of arrangement between Unilife Australia and its option holders.
In order to exceed minimum price requirements for the proposed
NASDAQ listing and to satisfy expected investor requirements in the
United States, the Proposed Transaction will be implemented so as
to effectively consolidate or effect a reverse split of Unilife
Australia's issued capital, adopting a ratio of 1:12. In simple
terms, Unilife USA will issue to shareholders one share of common
stock in Unilife USA for every 12 ordinary shares held in Unilife
Australia or, subject to rounding, one CDI (listed on the ASX) for
every 2 ordinary shares held in Unilife Australia. Each share of
Unilife USA common stock is equivalent to six CDIs and CDIs will be
able to be converted into shares of Unilife USA common stock and
vice versa on a 6:1 basis at any time after the
redomiciliation.
The same consolidation mechanism will also apply equally to all
options in Unilife Australia.
In connection with the Share Scheme and the Option Scheme
(collectively the Schemes), Unilife Australia and Unilife USA will
replace the existing options that were issued in Unilife Australia
outside its Employee Share Option Plan with new options in Unilife
USA.
To assist Security Holders, Unilife Australia and Unilife USA
will be distributing an information memorandum setting out details
of the Proposed Transaction including details of how to vote at the
meetings at which approval of the Proposed Transaction will be
proposed (Information Memorandum). The Information Memorandum will
be circulated to Security Holders following the conclusion of the
Australian Securities and Investments Commission's (ASIC) review of
the documentation.
Benefits of the Proposed Transaction
The Board of Directors of Unilife Australia believe that some of
the key potential benefits of the Proposed Transaction are to:
-- Enhance the ability of the Company to co-ordinate the implementation
of its strategic business plan which is focused on the attainment of global
leader status in the design, development and supply of innovative safety
medical devices for use in key pharmaceutical and healthcare markets;
-- Increase demand for the Company's securities in the United States,
particularly amongst institutional investment groups that have expressed a
strong interest in the Company's strategic business plan;
-- Optimize the Company's capacity to attract and retain employees with
strong medical device and pharmaceutical industry experience.
Unilife Australia Chairman, Mr Jim Bosnjak OAM, commented:
"The US represents the world's largest and most mature market
for safety medical devices. Since Unilife completed the transition
of key commercial and operational functions to our Central
Pennsylvania facilities earlier this year, we have received
significant interest from global pharmaceutical and healthcare
companies as well as major USA-based investment groups. The
proposed redomiciliation of Unilife to the USA and its listing on
NASDAQ is a natural progression of our business expansion plan to
establish our Company as a sustainable global business with the
necessary expertise and operational capabilities to service the
needs of our customer network.
"The completion of this proposed redomiciliation and NASDAQ
listing will help us build relationships with US-based anchor
institutions that have a firm understanding of global
pharmaceutical and healthcare markets. Furthermore, we believe
these proposed steps will better align our corporate structure to
the strengths of our management team and operational capabilities.
As a result, we hope to further harness the full commercial value
of the significant business opportunities that we have generated as
an emerging global medical device supplier."
Merger Implementation Agreement
Unilife Australia and Unilife USA have entered into a Merger
Implementation Agreement which governs the Proposed
Transaction.
Implementation of the Proposed Transaction is conditional upon
the satisfaction of certain conditions including, but not limited
to:
-- approval by Security Holders of the Schemes;
-- approval of the Schemes by the Federal Court of Australia;
-- obtaining the appropriate regulatory approvals; and
-- an independent expert's report concluding that the Proposed
Transaction is fair, reasonable and in the best interests of Security
Holders.
A summary of the key terms of the Merger Implementation
Agreement is included in Attachment A to this announcement.
Indicative timetable
It is expected that the Information Memorandum will be sent to
Security Holders in late October 2009 and, assuming approval of the
Schemes, the Group will be re-domiciled in the USA by the end of
2009 or early 2010. The Information Memorandum will outline the
full details of the Proposed Transaction and the Scheme process, as
well as the independent expert's conclusions.
About Unilife
Unilife Australia is an ASX listed company that trades under the
symbol "UNI."
Unilife Australia is an ISO 13485 certified medical device
company specializing in the design, development and supply of
innovative safety medical devices for use in pharmaceutical and
healthcare markets. The global headquarters and FDA-registered
manufacturing facilities of the Group are located in Central
Pennsylvania, and the Group employs approximately 85 staff
worldwide. The Group's primary focus is the development, production
and sale of a proprietary range of safety syringes to
pharmaceutical customers such as sanofi-aventis, as well as
healthcare facilities and patients that self-administer
prescription medication.
Shareholder Information
Further information on the Proposed Transaction will be lodged
with ASX and included on Unilife Australia's website at
www.unilife.com
Shareholder / Analyst Enquiries: Australia Jeff Carter Phone: +
61 2 8346 6500 United States Stuart Fine Phone: + 1 908 469
1788
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