LEWISBERRY, PA -- 11/04/09 --
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
