Download Despatch of Information Memorandum to Security Holders

Despatch of Information Memorandum to Security Holders
Unilife Medical Solutions Limited (Company) (ASX: UNI / OTCPK: UNIFF) is pleased to confirm thedespatch of the following
documents to the Company's shareholders and optionholders (collectivelythe Security Holders) in relation to the proposed
transaction to redomicile the Unilife Group in theUnited States of America (Proposed Transaction). Security holders should
receive in the post:
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An Information Memorandum incorporating:
- The explanatory statement in relation to the schemes of arrangement;
- The Notice of Meeting to consider and approve the share scheme of arrangement;
- The Notice of Meeting to consider and approve the option scheme of arrangement;
- The Information Memorandum with respect to the listing of Unilife Corporation on the Australian Securities Exchange;
Proxy forms for each of the scheme meetings referred to above; and
An election form for shareholders to elect whether they wish to initially receive common stock in Unilife Corporation or
CHESS Depositary Interests (CDIs) (see below for further details).
Shareholders will also receive a Notice of Extraordinary General Meeting and explanatory statement with respect to the
resolutions to be proposed at an Extraordinary General Meeting (EGM) to be held after the scheme meetings. The Share
Scheme Meeting will commence at 10.00am on Friday 8 January 2010 at the Westin Hotel, No. 1 Martin Place, Sydney NSW
2000. This will be immediately followed by the Option Scheme Meeting at approximately 10.30am and then the Extraordinary
General Meeting at approximately 11.00am.
Proxy Forms must be received no later than 10.00am on Wednesday 6 January 2010 for the Share Scheme Meeting, no later
than 10.30am on Wednesday 6 January 2010 for the Option Scheme Meeting and no later than 11.00am Wednesday 6
January 2010 for the EGM.
The Information Memorandum contains details of the schemes of arrangement and other important information for Security
Holders, including an Independent Expert's Report, details of the tax implications of the Proposed Transaction and details of
how to vote at the scheme meetings. Copies of the Information Memorandum and Notice of Extraordinary General Meeting are
attached.
If shareholders and the Australian Federal Court approve the Proposed Transaction, Unilife Corporation will become the
ultimate parent company of the Unilife Group and will be the entity that is listed on the ASX (proposed ticker code UNS). It is
anticipated that the listing of Unilife Corporation on NASDAQ* (proposed ticker code UNIS) will be completed during February
2010.
Upon implementation of the Proposed Transaction, Unilife Corporation will acquire all of the ordinary shares in the Company
and, in return, will issue shares of common stock in Unilife Corporation to Shareholders. Likewise, all existing Options in the
Company will be replaced with equivalent options in Unilife Corporation.
Election for CDIs or common stock
Shareholders may choose to receive their shares in Unilife Corporation either in the form of CDIs (that will be quoted on the
ASX) or common stock (which Unilife Corporation is applying to be quoted on NASDAQ)* by completing and returning to
Computershare Investor Services Pty Limited (Computershare) the election form which will accompany the Information
Memorandum. Each CDI will, in general terms, be equivalent to one existing ordinary share in the Company. If shareholders do
not submit an election form, they will receive CDIs in exchange for their shares in the Company.
As has previously been advised, shareholders will be able to choose between trading CDIs on the ASX or common stock on
NASDAQ*. Unilife Corporation shares need to satisfy a minimum price requirement per share of US$4 to be eligible for listing on
NASDAQ. Accordingly, as previously announced, shares in the Company will effectively be consolidated on a six for one basis
upon implementation of the Proposed Transaction. As a result, CDIs will be exchangeable for common stock on a six to one
basis and vice versa at any time following implementation of the Proposed. Computershare will typically be able to process
conversions between common stock and CDIs on behalf of Shareholders within 24 hours without any fees being charged to
shareholders for this purpose.
The Directors strongly encourage Security Holders to read the Information Memorandum and associated documents carefully
and seek independent financial, legal or other professional advice in relation to the schemes if required.
The Company has also set up a telephone enquiry line to address questions which Security Holders may have in relation to the
Proposed Transaction as follows:
Australia (toll free) Phone: +1800 632 680
US (toll free) Phone: +1 866 496 5819
International Phone: +61 2 8256 3394
Shareholder / Analyst Enquiries:
Australia Jeff Carter Phone: + 61 2 8346 6500
United States Stuart Fine Phone: + 1 908 469 1788
* NASDAQ listing is subject to satisfaction of NASDAQ and SEC requirements