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Unilife Medical Solutions

Unilife Receives Federal Court Approval for Schemes of Arrangement
14 January 2010

Approval of Schemes of Arrangement

Unilife Medical Solutions Limited (Company) (ASX: UNI / OTCPK: UNIFF) is pleased to announce that the Federal Court of Australia today ordered that the Schemes of Arrangement (Schemes) between the Company and its shareholders (Share Scheme) and option holders (Option Scheme) be approved.

This is the final approval step for the schemes of arrangement which will now proceed to implementation to effect the Unilife Group's redomiciliation in the United States of America. Implementation is expected to occur on 27 January 2010 and no further action is required by shareholders and option holders of the Company.

The Schemes will become effective once a copy of the Court orders have been lodged with the Australian Securities and Investments Commission, which the Company intends to do tomorrow, 15 January 2010 (Scheme Effective Date).

Trading in Unilife securities on ASX

As previously advised, shareholders may elect to receive either:

  • one share of Unilife Corporation common stock for every six shares held in the Company as at the record date for the Schemes - these shares will be tradeable on NASDAQ assuming the NASDAQ listing application is successful; or
  • one Unilife Corporation CHESS Depositary Interests (CDI) for every share held in the Company (subject to rounding) - the CDIs will tradeable on ASX.

The Company's existing shares will be suspended from quotation on ASX with effect from the close of business on the Scheme Effective Date and Unilife Corporation CDIs are expected to commence trading on ASX on a deferred settlement basis on 18 January 2010.

The ASX ticker code for Unilife Corporation will be "UNS".

Shareholders who trade Unilife Corporation CDIs before receiving confirmation of their allocation of CDIs (ie between the date deferred settlement trading commences on 18 January 2010 and receipt of a holding statement representing their new holding of CDIs) do so at their own risk. Shareholders can ascertain their entitlement to Unilife Corporation securities by calling Computershare on 1300 729 064 (within Australia) + 61 3 9415 4677 (outside Australia) at any time after the record date for the Share Scheme, being 22 January 2010.

Update on NASDAQ listing

The Company is now in the process of completing the final steps necessary for the listing of Unilife Corporation on NASDAQ. Subject to the Form 10 registration statement being declared effective by the SEC and Unilife Corporation's NASDAQ listing application being approved, Unilife Corporation expects its common stock to commence trading on NASDAQ on or around 10 February 2010.

The reserved NASDAQ ticker code for Unilife Corporation is "UNIS".

Comment from Unilife Chief Executive Officer, Alan Shortall

"Unilife has now received the final green light needed to complete our redomiciliation from Australia to the United States of America and move to finalising our listing on NASDAQ".

"During this transition period, which will result in Unilife Corporation becoming the trading entity for the Unilife Group, shareholders will need to be conscious of upcoming changes to our ticker codes. On 18 January 2010, our ASX code will change from ‘UNI' to ‘UNS' and Unilife Corporation CDIs will commence trading on ASX on a deferred settlement basis. From 2 February 2010, CDI trading should commence on a normal T+3 settlement basis."

"For those shareholders electing to retain their Unilife shares on the ASX as CDIs, there will be little apparent change apart from our Australian ticker code. Shareholders choosing to transfer their holdings to shares of Unilife Corporation common stock that will be tradeable on NASDAQ (subject to the application to list on NASDAQ being approved) will have their shares consolidated on a six to one basis. Following the NASDAQ listing, should shareholders wish to trade their shares of Unilife Corporation common stock, they may choose to either convert it back to CDIs or appoint a qualified broker with the capacity to trade in Unilife Corporation common stock on NASDAQ on their behalf."

Timetable to implementation

The Company would also like to take this opportunity to set out the timetable for completion of the redomiciliation:

Event Date
Federal Court hearing for approval of the Schemes 14 Jan 2010
Effective Date of the Schemes 15 Jan 2010
Suspension of the Company's shares from trading on ASX 15 Jan 2010
Unilife Corporation CDIs commence trading on ASX on a eferred settlement basis 18 Jan 2010
Record Date for the Schemes 22 Jan 2010
Implementation Date for the Schemes 27 Jan 2010
Despatch of holding statements and transmittal letters 1 Feb 2010
CDIs commence trading on normal T+3 basis 2 Feb 2010
Expected commencement date for listing on NASDAQ 10 Feb 2010 (subject to SEC review of Form 10 and approval of NASDAQ listing application)


All dates and times are indicative only and are subject to change. All dates and times are Australian Eastern Daylight Time.


Shareholder / Analyst Enquiries:

Australia Jeff Carter Phone: + 61 2 8346 6500
United States Stuart Fine Phone: + 1 908 469 1788

Unilife receives Federal Court Approval for Schemes of Arrangement Unilife receives Federal Court Approval for Schemes of Arrangement 38.87 Kb

 
 

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