SOURCE: Unilife Medical Solutions

Unilife Medical Solutions

January 15, 2010 17:19 ET

Unilife Receives Federal Court Approval for Schemes of Arrangement

LEWISBERRY, PA--(Marketwire - January 15, 2010) - Unilife Medical Solutions Limited (Company) (ASX: UNI) (PINKSHEETS: 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 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 January 2010
------------------------------------------------------   -----------------
Effective Date of the Schemes                             15 January 2010
------------------------------------------------------   -----------------
Suspension of the Company's shares from trading on ASX    15 January 2010
------------------------------------------------------   -----------------
Unilife Corporation CDIs commence trading on ASX on a
 deferred settlement basis                                18 January 2010
------------------------------------------------------   -----------------
Record Date for the Schemes                               22 January 2010
------------------------------------------------------   -----------------
Implementation Date for the Schemes                       27 January 2010
------------------------------------------------------   -----------------
Despatch of holding statements and transmittal letters    1 February 2010
------------------------------------------------------   -----------------
CDIs commence trading on normal T+3 basis                 2 February 2010
------------------------------------------------------   -----------------
Expected commencement date for listing on NASDAQ         10 February 2010
                                                         (subject to SEC
                                                         review of Form 10
                                                         and approval of
                                                         NASDAQ listing
------------------------------------------------------   -----------------

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

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