Unilife Announces Amendment to Merger Implementation Agreement Signed With Unilife Corporation
November 04 2009 - 9:03AM
Marketwired
On 1 September 2009, Unilife Medical Solutions Limited (ASX: UNI)
(PINKSHEETS: UNIFF) (Unilife Australia) entered into a Merger
Implementation Agreement with Unilife Corporation (Unilife USA) to
facilitate the proposed redomiciliation of the Unilife group in the
United States of America (Proposed Transaction).
As at the date of signing the Merger Implementation Agreement,
Unilife Australia's share price closed at A$0.69 per share. In
establishing the original consolidation rate, and to ensure that
Unilife would be able to maintain the NASDAQ minimum listing price
of US$4.00 per share, the Board established a consolidation ratio
that provided a level of security against any decline which might
occur in both the Australian dollar exchange rate and the Unilife
share price. Thus, it was originally resolved that upon
implementation of the Proposed Transaction, Unilife Australia's
issued capital would be effectively consolidated by adopting a
ratio of 12:1 that would provide the desired level of flexibility
to meet NASDAQ minimum price policies and satisfy expected investor
requirements in the United States.
During the past sixty days, strong investor demand for Unilife
Australia shares in response to the positive events occurring at
the Company has resulted in a significant increase of Unilife
Australia's share price. This rise in the share price of Unilife
Australia, and its subsequent stabilisation, coupled with the rise
in the Australian dollar's exchange rate versus the US dollar, has
resulted in the Unilife Board deciding to target a higher US$
listing price and to revise the consolidation ratio adopted under
the Merger Implementation Agreement. Accordingly, the Board has now
resolved to adopt a 6:1 ratio to effectively consolidate the share
capital upon the redomiciliation of the Unilife group. In simple
terms, under the Proposed Transaction, Unilife USA will now issue
to shareholders:
-- One share of common stock in Unilife USA for every six ordinary
shares held in Unilife Australia; or
-- One CHESS Depositary Interest (CDI) (listed on the ASX) for every
ordinary share held in Unilife Australia, subject to rounding.
Each share of Unilife USA common stock will be 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. Unilife Australia and Unilife Corporation have
accordingly amended the Merger Implementation Agreement to reflect
the new consolidation ratio.
About the Unilife Australia Group
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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