SOURCE: Unilife Medical Solutions

Unilife Medical Solutions

November 11, 2009 09:25 ET

Unilife Announces Appointment of New Independent Director

LEWISBERRY, PA--(Marketwire - November 11, 2009) - As announced on 1 September 2009, Unilife Medical Solutions Limited ("Unilife" or "the Company") (ASX: UNI) (PINKSHEETS: UNIFF) is currently undertaking a transaction to redomicile the Unilife group in the United States of America ("US") and is also seeking to list on NASDAQ.

With a view to strengthening the credentials of the Unilife board prior to Unilife's redomiciliation in the US ("Proposed Transaction") and to meet NASDAQ independence requirements, the Company today announced it has appointed Mr John M. Lund to its Board of Directors as a non-executive member.

Mr Lund, a Certified Public Accountant, joins the Unilife Board of Directors as its fifth member. As Unilife prepares to list on NASDAQ, the addition of Mr Lund is particularly important as he brings to the Board valuable expertise in the areas of SEC reporting and compliance, mergers and acquisitions, and financial analysis that qualify him to serve as Chairman of the Audit Committee following Unilife's proposed listing on NASDAQ.

Mr Lund has held a number of distinguished, senior appointments in the fields of finance and accounting. In the past year, he served as an acquisition accounting consultant to support a major merger project being undertaken by a NYSE-listed multinational S&P 500 security technology company. In 2008, he was Vice President and Controller of Nexstar Broadcasting Group, Inc, a NASDAQ listed television broadcasting company. Prior to Nexstar he served as the Vice President of Finance and Corporate Controller for LQ Management, which operates more than 575 hotels across North America. Between 1997 and 2001, he held the position of Chief Financial Officer at North American telecommunications company CS Wireless Systems, an SEC registrant that was acquired by MCI (also a NASDAQ company) in 1999. While at KPMG (Peat Marwick) between 1991 and 1996, Mr Lund also assisted publicly listed companies with SEC compliance and financial audits.

Mr Lund holds a Bachelor of Science in Accounting from the University of North Texas (US) and is a member of the Financial Executives Institute.

Comments by Unilife Non-Executive Chairman Mr Jim Bosnjak OAM

"We are pleased to welcome an individual of John's calibre to the Board of Unilife. The appointment of John will bolster the strength and breadth of our Board as we progress towards a NASDAQ listing. I believe that John's background and experience will make him an ideal Chairman of our Audit Committee following the completion of our proposed listing on NASDAQ."

Comments by Mr John Lund

"I am honoured to be associated with Unilife, and look forward to supporting the continued expansion of the Company in the US as it seeks to become a global industry leader. Unilife has generated significant momentum during the past two years as it has moved to transition itself to being a US-based company. I believe Unilife is well-suited to being listed on the NASDAQ exchange, given its expanding relationships with pharmaceutical companies and strong cash-position."

The Company is also pleased to announce that as part of the Proposed Transaction, all of the existing directors of Unilife Medical Solutions Limited, including Mr Lund, have now been appointed to the Board of Unilife Corporation, which will be the parent company of the Unilife group following the Proposed Transaction.

Issue of Incentives to Directors

In recognition of the efforts and contributions that the directors of Unilife have made to the business and its operational activities, as well as to reflect the greater level of fiduciary responsibility following the completion of the Proposed Transaction, the Company has agreed to grant the following incentives to its directors:

--  600,000 options to each of Mr Jeff Carter, Mr John Lund and Mr William
    Galle under the Employee Share Option Plan of Unilife Medical Solutions
    Limited with an exercise price of A$1.20 subject to approval by
    shareholders as referred to below. These options would be exchanged for
    options in Unilife Corporation on a  6 to 1 basis (ie 100,000 Unilife
    Corporation options) upon completion of the Proposed Transaction;
--  10,000 shares of restricted stock in Unilife Corporation to be granted
    to each director (other than Mr Alan Shortall) under the Unilife
    Corporation 2009 Stock Incentive Plan provided that the share scheme of
    arrangement which will effect the proposed redomiciliation ("Share Scheme")
    is approved by shareholders and the Federal Court.

Shares of restricted stock are a form of US security which are not available in Australian companies but which are commonly used in the United States as a form of incentive for executives and / or directors. There is no exercise price payable on shares of restricted stock granted under the Unilife Corporation 2009 Stock Incentive Plan. Instead, shares of restricted stock are issued at the grant date and are subject to forfeiture in certain events and to transfer restrictions that fall away upon specified vesting dates over a three year period or upon certain conditions being met.

If the Share Scheme is not approved by shareholders and the Federal Court and consequently the Proposed Transaction does not proceed, each director (other than Alan Shortall) will receive 60,000 fully paid ordinary shares in the Company, to be issued over a three year period, instead of the 10,000 shares of restricted stock in Unilife Corporation.

The grant of the incentives to each of the directors identified above is subject to shareholder approval being obtained for their issue at an Extraordinary General Meeting ("EGM") of the Company which is scheduled to occur on or around 8 January 2010. Full details of the principal terms on which the options and shares of restricted stock or shares in the Company will be issued will be set out in the Notice of EGM which will be sent to shareholders in early December 2009.

In connection with the Proposed Transaction, the Unilife group is also considering providing a new equity incentive package to its Chief Executive Officer, Mr Alan Shortall, as he has now met all of the share price milestones included under his previous equity incentive package. Details of the new equity incentive package, which is to be structured in conjunction with the recommendations of an independent remuneration consultant and the Unilife Corporation remuneration committee to incentivise Mr Shortall to further develop the Company's business going forward, will be disclosed to the market once finalised and will also be subject to shareholder approval at the Unilife EGM in January 2010.

About Unilife

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.

Contact Information

  • Shareholder / Analyst Enquiries:

    Jeff Carter
    Phone: + 61 2 8346 6500

    United States
    Stuart Fine
    Phone: + 1 908 469 1788