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Scheme Meeting of pSivida Limited: 6 June 2008 CHAIRMAN'S ADDRESS
Business Wire, June 6, 2008
pSivida Limited Scheme Meeting Chairman's Speech - 6 June 2008
BOSTON & PERTH, Australia -- Good afternoon ladies and gentlemen, and welcome to this important meeting of pSivida Limited shareholders to consider the proposed reincorporation of pSivida Limited into the United States of America (the Reincorporation).
I am Dr. Paul Ashton, the Managing Director of pSivida Limited and Chairman of today's meeting, and, on behalf of my fellow directors, I thank you for taking the time to attend.
A copy of my address will be posted on pSivida Limited's website today and will be lodged with the ASX to provide access for as many shareholders as possible.
There is a quorum present so I will now formally open this meeting of pSivida Limited shareholders. You have all have received a copy of the Notice of Meeting which was contained in the Information Memorandum dated 2 May 2008 which was sent to all shareholders. If there is no objection, I propose to take the Notice of Meeting as read. Extra copies of the Notice are available in the foyer.
With me today are fellow representatives of the Company being Mr. Brian Leedman, Vice President of Investor Relations, Mr. Winton Willesee, the Secretary of the Company and Mr. Aaron Finlay, Consultant.
Since today's meeting is important for the Company's shareholders, I think it is worth recounting on the background to today's meeting, prior to proceeding to the meeting's formal business.
During the past thirty six months, the Company has been implementing its previously articulated strategy of concentrating operations in the United States of America. As a result the Company has achieved significant milestones that have dramatically improved its financial and strategic position.
* We acquired Control Delivery Systems, a US corporation, including its ophthalmic products and technologies
* Pfizer became our largest stockholder and collaborative partner to develop ophthalmic products,
* Medidur(TM) FA for DME entered Phase III pivotal trials and is completely funded by our US collaborative partner, Alimera Sciences.
* We reported favourable results of Phase IIa trials for BrachySil(TM) for pancreatic cancer and will begin a Phase IIb trial shortly.
* We sold non-core businesses, restructured our organisation and located most of our operations in the US.
* Through our Pfizer and revised Alimera Sciences collaborations, we have significantly strengthened our financial position.
As part of the Company's strategy of building a global drug delivery company and in order to make the Company a more attractive investment to its shareholders by increasing shareholder liquidity, it is proposed that the Company reincorporates in the United States of America with a primary listing on the Nasdaq Stock Market and continued listings on the Australian Stock Exchange and the Frankfurt Stock Exchange.
I note that the new US Company, New pSivida, Inc. changed its name to pSivida Corp. on 23 May 2008. So all references to New pSivida, Inc. in the Information Memorandum should be read as being references to pSivida Corp.
Following the proposed Reincorporation, directors, executive officers, assets and operations of the Company are expected to remain the same and shareholders will have the same proportionate investment in pSivida Corp. CDIs and shares of common stock of the new US company, pSivida Corp. will be issued in exchange for ordinary shares and ADSs. However, each CDI and share of pSivida Corp. will represent 40 of our current shares or 4 of our current ADSs (as each ADS represents 10 shares).
Along with the Reincorporation, we are also proposing a new ESOP (Employee Incentive Plan) which is in a form typical for US public companies and which provides important US tax benefits for the Company that are not provided in the Company's existing ESOP. The new ESOP will be implemented and replace the current ESOP only if the proposed Reincorporation is approved. The Board believes that an ESOP is an important tool to attract, motivate and retain key employees. An extraordinary general meeting to approve the new ESOP will be held following this Scheme Meeting.
The Board of Directors has unanimously concluded that the proposed Reincorporation is in the best interests of shareholders and has unanimously recommended a vote in favour of approval. An Australia-based independent expert engaged to evaluate the proposed reincorporation has concluded that the proposed transaction is in the best interests of shareholders.
The Information Memorandum dated 2 May 2008 which was sent to all shareholders contained the Directors' recommendation, the reasons to vote in favour of the Reincorporation, and reasons not to vote in favour of the Reincorporation together with the Independent Expert's Report by Pitcher Partners. Additional copies of the Information Memorandum are available here today.
As detailed in the Information Memorandum, the Reincorporation is subject to a number of conditions and will only be implemented if all of those conditions have been satisfied at the time that the Court is asked to approve the Reincorporation.
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