Limited today announced that it proposes to reincorporate in
the United States. The reincorporation, which is subject to Australian
Federal Court and shareholder approval, will occur in mid-2008. This
reincorporation is designed to make the Company a more attractive
investment for shareholders by increasing the potential scope and depth
of the Company's shareholder base and liquidity while maintaining
strong ties with the Australian investor base.
After the reincorporation, the Company will maintain listings
on the ASX, NASDAQ and the Frankfurt Stock Exchange. The Company's
current business, operations, directors and management will not change
as a result of the reincorporation.
"With our increased focus on the US, Pfizer has become our
largest stockholder and a collaborative partner to develop ophthalmic
products. Our phase III product, MedidurTM FA for DME, is fully funded
by another US partner, Alimera Sciences. We refocused our operations by
selling non-core businesses. Through these actions, we have provided
ongoing funding to the Company and have greatly strengthened our
financial position,” said Dr. Paul Ashton, Managing Director.
“Most of our operations are now in the US, and with our
operational and strategic successes, we are ready to reincorporate in
the US, the next step in our previously announced strategy of building
a global drug delivery company.”
The Board has unanimously concluded that the proposed
reincorporation is in the best interests of shareholders and has
unanimously recommended its approval. An Australian-based independent
expert engaged as required by Australian law to evaluate the proposed
reincorporation has also concluded that it is in the best interests of
The Board believes the proposed reincorporation has key
potential benefits for shareholders including:
- Focus growth and development where the Company has achieved
its recent business successes.
- Enhance US-based demand for the Company’s
- Continue strong connection with Australian investor
- Reduce ongoing compliance costs.
- Continue engagement of Deloitte Touche Tohmatsu, the
Company's independent auditor.
- Eliminate depositary fees paid by ADS holders without
creating depositary fees paid by CDI holders.
Outline of the Proposed Reincorporation:
The reincorporation is proposed to be effected as a scheme of
reconstruction under Australian law. For the reincorporation to be
accomplished, unless the Court orders otherwise, more than 50% of
voting shareholders and 75% of the shares voted must approve the
reincorporation. The Australian Federal Court must also approve the
If approved, the following will occur by Court order:
- All outstanding shares of the Company will be transferred
to a new company incorporated in the US. Shares of the new US company
will be listed on NASDAQ and the Frankfurt Stock Exchange, and CDIs
will be listed on the ASX and Frankfurt Stock Exchange.
- In exchange, a new US company will issue one of its shares
for each 4 ADSs of the Company and one of its CDIs for each 40 ordinary
shares of the Company. Cash will be paid for fractional shares.
- All assets and liabilities of the Company will be
transferred to and assumed by the new US company.
- Outstanding options and warrants will be equitably adjusted
to reflect the reincorporation.
- Shares in the Company's subsidiaries will be transferred to
the new US company.
The reincorporation is subject to various conditions,
including obtaining regulatory approvals, a primary listing for the new
US company on NASDAQ and a full foreign listing on ASX.
A shareholders meeting will be held to approve the
reincorporation. Before the meeting, shareholders will receive an
Information Memorandum, including the opinion of the independent
expert, which will include a complete explanation of the proposed