ASX/Media RELEASE 18 April 2008Proposed reincorporation in the...

ASX/Media RELEASE 18 April 2008
Proposed reincorporation in the US
Continued ASX, NASDAQ and Frankfurt listings
Boston, MA and Perth, Australia (April 18, 2008) – pSivida Limited (NASDAQ:PSDV, ASX:PSD,
FSE:PSI) 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 shareholders.
Key Benefits:
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 securities.
• Continue strong connection with Australian investor community.
• 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
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voting shareholders and 75% of the shares voted must approve the reincorporation. The
Australian Federal Court must also approve the reincorporation.
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 reincorporation.
Released by:
pSivida Limited
Brian Leedman
Vice President, Investor Relations
pSivida Limited
Tel: + 61 8 9227 8327
[email protected]
US Public Relations
Beverly Jedynak
President
Martin E. Janis & Company, Inc
Tel: +1 (312) 943 1100 ext. 12
[email protected]
European Public Relations
Eva Reuter
Accent Marketing Limited
Tel: +49 (254) 393 0740
[email protected]
About pSivida Limited
pSivida is a global drug delivery company committed to the biomedical sector and the development of drug
delivery products. Retisert® is FDA-approved for the treatment of uveitis. Vitrasert® is FDA approved for the
treatment of AIDS-related CMV Retinitis. Bausch & Lomb owns the trademarks Vitrasert® and Retisert®.
pSivida has licensed the technologies underlying both of these products to Bausch & Lomb. The technology
underlying Medidur™ for diabetic macular edema is licensed to Alimera Sciences and is in Phase III clinical
trials. pSivida has a worldwide collaborative research and license agreement with Pfizer Inc. for other
ophthalmic applications of the Medidur™ technology (excluding FA).
pSivida owns the rights to develop and commercialize a modified form of silicon (porosified or nanostructured
silicon) known as BioSilicon™, which has applications in drug delivery, wound healing,
orthopedics and tissue engineering. The most advanced BioSilicon™ product, BrachySil™, delivers a
therapeutic, P32 directly to solid tumors and is presently in Phase II clinical trials for the treatment of
pancreatic cancer.
pSivida’s intellectual property portfolio consists of 64 patent families, 113 granted patents, including patents
accepted for issuance, and over 280 patent applications. pSivida conducts its operations from Boston in the
United States, Malvern in the United Kingdom and Perth in Australia.
pSivida is listed on NASDAQ (PSDV), ASX (PSD) and on the Frankfurt Stock Exchange (PSI). pSivida is a
founding member of the NASDAQ Health Care Index and the Merrill Lynch Nanotechnology Index.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: Various statements made in this release are forward-looking and involve a number of risks and
uncertainties. All statements that address activities, events or developments that we intend, expect or believe
may occur in the future are forward-looking statements. The following are some of the factors that could