Sep 5 2009
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.