On 1 September 2009, Unilife Medical Solutions Limited (ASX: UNI) (PINKSHEETS: UNIFF) (Unilife Australia) entered into a Merger Implementation Agreement with Unilife Corporation (Unilife USA) to facilitate the proposed redomiciliation of the Unilife group in the United States of America (Proposed Transaction).
As at the date of signing the Merger Implementation Agreement, Unilife Australia's share price closed at A$0.69 per share. In establishing the original consolidation rate, and to ensure that Unilife would be able to maintain the NASDAQ minimum listing price of US$4.00 per share, the Board established a consolidation ratio that provided a level of security against any decline which might occur in both the Australian dollar exchange rate and the Unilife share price. Thus, it was originally resolved that upon implementation of the Proposed Transaction, Unilife Australia's issued capital would be effectively consolidated by adopting a ratio of 12:1 that would provide the desired level of flexibility to meet NASDAQ minimum price policies and satisfy expected investor requirements in the United States.