Unilife Receives Federal Court Approval for Schemes of Arrangement
16 January 2010 - 9:18AM
Marketwired
Unilife Medical Solutions Limited (Company) (ASX: UNI) (PINKSHEETS:
UNIFF) is pleased to announce that the Federal Court of Australia
today ordered that the Schemes of Arrangement (Schemes) between the
Company and its shareholders (Share Scheme) and option holders
(Option Scheme) be approved.
This is the final approval step for the schemes of arrangement
which will now proceed to implementation to effect the Unilife
Group's redomiciliation in the United States of America.
Implementation is expected to occur on 27 January 2010 and no
further action is required by shareholders and option holders of
the Company.
The Schemes will become effective once a copy of the Court
orders have been lodged with the Australian Securities and
Investments Commission, which the Company intends to do 15 January
2010 (Scheme Effective Date).
Trading in Unilife securities on ASX
As previously advised, shareholders may elect to receive
either:
-- one share of Unilife Corporation common stock for every six shares
held in the Company as at the record date for the Schemes -- these shares
will be tradeable on NASDAQ assuming the NASDAQ listing application is
successful; or
-- one Unilife Corporation CHESS Depositary Interests (CDI) for every
share held in the Company (subject to rounding) -- the CDIs will tradeable
on ASX.
The Company's existing shares will be suspended from quotation
on ASX with effect from the close of business on the Scheme
Effective Date and Unilife Corporation CDIs are expected to
commence trading on ASX on a deferred settlement basis on 18
January 2010.
The ASX ticker code for Unilife Corporation will be "UNS."
Shareholders who trade Unilife Corporation CDIs before receiving
confirmation of their allocation of CDIs (ie. between the date
deferred settlement trading commences on 18 January 2010 and
receipt of a holding statement representing their new holding of
CDIs) do so at their own risk. Shareholders can ascertain their
entitlement to Unilife Corporation securities by calling
Computershare on 1300 729 064 (within Australia) + 61 3 9415 4677
(outside Australia) at any time after the record date for the Share
Scheme, being 22 January 2010.
Update on NASDAQ listing
The Company is now in the process of completing the final steps
necessary for the listing of Unilife Corporation on NASDAQ. Subject
to the Form 10 registration statement being declared effective by
the SEC and Unilife Corporation's NASDAQ listing application being
approved, Unilife Corporation expects its common stock to commence
trading on NASDAQ on or around 10 February 2010.
The reserved NASDAQ ticker code for Unilife Corporation is
"UNIS."
Comment from Unilife Chief Executive Officer, Alan Shortall
"Unilife has now received the final green light needed to
complete our redomiciliation from Australia to the United States of
America and move to finalising our listing on NASDAQ.
"During this transition period, which will result in Unilife
Corporation becoming the trading entity for the Unilife Group,
shareholders will need to be conscious of upcoming changes to our
ticker codes. On 18 January 2010, our ASX code will change from
'UNI' to 'UNS' and Unilife Corporation CDIs will commence trading
on ASX on a deferred settlement basis. From 2 February 2010, CDI
trading should commence on a normal T+3 settlement basis.
"For those shareholders electing to retain their Unilife shares
on the ASX as CDIs, there will be little apparent change apart from
our Australian ticker code. Shareholders choosing to transfer their
holdings to shares of Unilife Corporation common stock that will be
tradeable on NASDAQ (subject to the application to list on NASDAQ
being approved) will have their shares consolidated on a six to one
basis. Following the NASDAQ listing, should shareholders wish to
trade their shares of Unilife Corporation common stock, they may
choose to either convert it back to CDIs or appoint a qualified
broker with the capacity to trade in Unilife Corporation common
stock on NASDAQ on their behalf."
Timetable to implementation
The Company would also like to take this opportunity to set out
the timetable for completion of the redomiciliation:
Event Date
------------------------------------------------------ -----------------
Federal Court hearing for approval of the Schemes 14 January 2010
------------------------------------------------------ -----------------
Effective Date of the Schemes 15 January 2010
------------------------------------------------------ -----------------
Suspension of the Company's shares from trading on ASX 15 January 2010
------------------------------------------------------ -----------------
Unilife Corporation CDIs commence trading on ASX on a
deferred settlement basis 18 January 2010
------------------------------------------------------ -----------------
Record Date for the Schemes 22 January 2010
------------------------------------------------------ -----------------
Implementation Date for the Schemes 27 January 2010
------------------------------------------------------ -----------------
Despatch of holding statements and transmittal letters 1 February 2010
------------------------------------------------------ -----------------
CDIs commence trading on normal T+3 basis 2 February 2010
------------------------------------------------------ -----------------
Expected commencement date for listing on NASDAQ 10 February 2010
(subject to SEC
review of Form 10
and approval of
NASDAQ listing
application)
------------------------------------------------------ -----------------
All dates and times are indicative only and are subject to change.
All dates and times are Australian Eastern Daylight Time
About Unilife
Unilife Medical Solutions Ltd. is an ISO 13485 certified company
that designs, develops and supplies innovative safety medical
devices. Listed on the Australian Securities Exchange (ASX: UNI)
since 2002, Unilife has FDA-registered manufacturing facilities in
the US State of Pennsylvania and a proprietary portfolio of
clinical and prefilled safety syringes designed for use within
healthcare and pharmaceutical markets.
Shareholder / Analyst Enquiries: Australia Jeff Carter Phone: +
61 2 8346 6500 United States Stuart Fine Phone: + 1 908 469
1788
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