ChemGenex to Seek Voluntary De-Listing From NASDAQ and to Restructure Board to Reflect Compliance Needs
June 28 2009 - 8:00PM
Business Wire
ChemGenex Pharmaceuticals Limited (ASX:CXS) advises that a
decision has been taken by the Board to seek a voluntary de-listing
from the NASDAQ Capital Market (�NASDAQ�) and to fully deregister
from the U.S. Securities and Exchange Commission�s (�SEC�) ongoing
reporting obligations.
The voluntary decision to de-list from NASDAQ and to deregister
was taken following a detailed review of the limited benefits
generated by the listing as compared to the significant, and
growing, compliance costs of maintaining it. In order to maintain
the current NASDAQ listing, the Company is required to devote
disproportionately large amounts of management time to meet
numerous reporting and compliance obligations, such as the
preparation and filing of periodic reports, Annual Reports on Form
20-F and compliance with burdensome control issues at great
expense. Based on this, ChemGenex no longer sees sufficient value
in maintaining its secondary Level 2 listing on NASDAQ.
The de-listing from NASDAQ also means the company�s regulatory
compliance requirements relating to Board structure are less
onerous and the Board is able to be reduced in size. Accordingly,
Dr. Dennis Brown, Mr. Donald Santel and Dr. Julie Cherrington will
resign as Directors effective July 20, 2009, but will continue
their involvement with the company as active members of Advisory
Boards.
Dr. Greg Collier, Chief Executive Officer and Managing Director
thanked the outgoing Directors for their service to the company.
�We have been fortunate to have had Dennis, Don and Julie on the
Board over the past several years, and have benefitted from their
significant experience. We look forward to their continued support
as Advisory Board members as the Company moves to complete the
regulatory filing for omacetaxine to the FDA in Q3, and plans for
commercial launch in the USA in Q1 next year.�
The Company intends to file a Form 25 with the SEC on July 9,
2009 to commence the NASDAQ de-listing process. It is expected that
the de-listing will take effect as of the close of trading in New
York on July 20, 2009. The Company also expects thereafter to file
a Form 15F with the SEC to terminate its registration and to
suspend its reporting obligations under the Securities Exchange Act
of 1934. The Company confirms that it will maintain its primary
listing on the Australian Securities Exchange (�ASX�).
Following deregistration, the Company�s securities will not be
listed on any exchange in the United States. The Company intends,
however, that its American Depositary Shares (�ADSs�) continue to
trade as a Level 1 program in the �over the counter� market. As
such, there will be no changes to the current status of the
ADSs.
All ADS holders will shortly receive a formal notice advising
them of the downgrade of the program and providing instructions on
how to proceed.
The anticipated timetable for the de-listing from NASDAQ and
downgrade of the ADS program is set out below:
July 20, 2009 � � � � � � � - � Termination of NASDAQ listing and
downgrade of ADS program � July 21, 2009 - Registration with the
SEC suspended � October 19, 2009 - Deregistration with the SEC
effective
It is recommended that ADS holders who have further questions
should wait until they receive the documentation from the Bank of
New York Mellon (BoNYM). However, in the interim, if any ADS holder
has ANY questions in relation to the proposed changes, they may
contact ChemGenex Company Secretary, Dr. James Campbell, via
telephone on +61 3 52239900 or via email at
jcampbell@chemgenex.com.
About ChemGenex Pharmaceuticals Limited
(http://www.chemgenex.com)
ChemGenex Pharmaceuticals is a pharmaceutical development
company dedicated to improving the lives of patients by developing
personalized oncology medicines. ChemGenex harnesses the power of
genomics both to discover novel targets and drug compounds, and in
clinical trials to develop more individualized treatment outcomes.
ChemGenex�s lead compound, omacetaxine mepesuccinate, is currently
in phase 2/3 clinical trials for chronic myeloid leukemia (CML).
ChemGenex has a second anticancer compound, amonafide
dihydrochloride (Quinamed�), which is in phase 2 clinical
development for various solid cancers, and a portfolio of assets in
pre-clinical development. ChemGenex currently trades on the
Australian Stock Exchange under the symbol "CXS" and on NASDAQ
under the symbol "CXSP". For additional information on ChemGenex
Pharmaceuticals, please visit our web site at
http://www.chemgenex.com.
Details on the clinical trials can be accessed from the
following websites;
http://clinicaltrials.gov/ct2/show/NCT00375219?term=homoharringtonine&rank=9
and http://www.tkiresistantcmltrials.com
Safe Harbor Statement
Certain statements made herein (including for this purpose sites
to which a hyperlink has been provided) that use the words
�estimate�, �project�, �intend�, �expect�, �believe� and similar
expressions are intended to identify forward-looking statements
within the meaning of the US Private Securities Litigation Reform
Act of 1995. These forward-looking statements involve known and
unknown risks and uncertainties which could cause the actual
results, performance or achievements of the company to be
materially different from those which may be expressed or implied
by such statements, including, among others, risks or uncertainties
associated with the development of the company�s technology, the
ability to successfully market products in the clinical pipeline,
the ability to advance promising therapeutics through clinical
trials, the ability to establish our fully integrated technologies,
the ability to enter into additional collaborations and strategic
alliances and expand current collaborations and obtain milestone
payments, the suitability of internally discovered genes for drug
development, the ability of the company to meet its financial
requirements, the ability of the company to protect its proprietary
technology, potential limitations on the company�s technology, the
market for the company�s products, government regulation in
Australia and the United States, changes in tax and other laws,
changes in competition and the loss of key personnel. These
statements are based on our management�s current expectations and
are subject to a number of uncertainties that could change the
results described in the forward-looking statements. Investors
should be aware that there are no assurances that results will not
differ from those projected.
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