Unilife Announces Appointment of New Independent Director
November 11 2009 - 9:25AM
Marketwired
As announced on 1 September 2009, Unilife Medical Solutions Limited
("Unilife" or "the Company") (ASX: UNI) (PINKSHEETS: UNIFF) is
currently undertaking a transaction to redomicile the Unilife group
in the United States of America ("US") and is also seeking to list
on NASDAQ.
With a view to strengthening the credentials of the Unilife
board prior to Unilife's redomiciliation in the US ("Proposed
Transaction") and to meet NASDAQ independence requirements, the
Company today announced it has appointed Mr John M. Lund to its
Board of Directors as a non-executive member.
Mr Lund, a Certified Public Accountant, joins the Unilife Board
of Directors as its fifth member. As Unilife prepares to list on
NASDAQ, the addition of Mr Lund is particularly important as he
brings to the Board valuable expertise in the areas of SEC
reporting and compliance, mergers and acquisitions, and financial
analysis that qualify him to serve as Chairman of the Audit
Committee following Unilife's proposed listing on NASDAQ.
Mr Lund has held a number of distinguished, senior appointments
in the fields of finance and accounting. In the past year, he
served as an acquisition accounting consultant to support a major
merger project being undertaken by a NYSE-listed multinational
S&P 500 security technology company. In 2008, he was Vice
President and Controller of Nexstar Broadcasting Group, Inc, a
NASDAQ listed television broadcasting company. Prior to Nexstar he
served as the Vice President of Finance and Corporate Controller
for LQ Management, which operates more than 575 hotels across North
America. Between 1997 and 2001, he held the position of Chief
Financial Officer at North American telecommunications company CS
Wireless Systems, an SEC registrant that was acquired by MCI (also
a NASDAQ company) in 1999. While at KPMG (Peat Marwick) between
1991 and 1996, Mr Lund also assisted publicly listed companies with
SEC compliance and financial audits.
Mr Lund holds a Bachelor of Science in Accounting from the
University of North Texas (US) and is a member of the Financial
Executives Institute.
Comments by Unilife Non-Executive Chairman Mr Jim Bosnjak
OAM
"We are pleased to welcome an individual of John's calibre to
the Board of Unilife. The appointment of John will bolster the
strength and breadth of our Board as we progress towards a NASDAQ
listing. I believe that John's background and experience will make
him an ideal Chairman of our Audit Committee following the
completion of our proposed listing on NASDAQ."
Comments by Mr John Lund
"I am honoured to be associated with Unilife, and look forward
to supporting the continued expansion of the Company in the US as
it seeks to become a global industry leader. Unilife has generated
significant momentum during the past two years as it has moved to
transition itself to being a US-based company. I believe Unilife is
well-suited to being listed on the NASDAQ exchange, given its
expanding relationships with pharmaceutical companies and strong
cash-position."
The Company is also pleased to announce that as part of the
Proposed Transaction, all of the existing directors of Unilife
Medical Solutions Limited, including Mr Lund, have now been
appointed to the Board of Unilife Corporation, which will be the
parent company of the Unilife group following the Proposed
Transaction.
Issue of Incentives to Directors
In recognition of the efforts and contributions that the
directors of Unilife have made to the business and its operational
activities, as well as to reflect the greater level of fiduciary
responsibility following the completion of the Proposed
Transaction, the Company has agreed to grant the following
incentives to its directors:
-- 600,000 options to each of Mr Jeff Carter, Mr John Lund and Mr William
Galle under the Employee Share Option Plan of Unilife Medical Solutions
Limited with an exercise price of A$1.20 subject to approval by
shareholders as referred to below. These options would be exchanged for
options in Unilife Corporation on a 6 to 1 basis (ie 100,000 Unilife
Corporation options) upon completion of the Proposed Transaction;
-- 10,000 shares of restricted stock in Unilife Corporation to be granted
to each director (other than Mr Alan Shortall) under the Unilife
Corporation 2009 Stock Incentive Plan provided that the share scheme of
arrangement which will effect the proposed redomiciliation ("Share Scheme")
is approved by shareholders and the Federal Court.
Shares of restricted stock are a form of US security which are
not available in Australian companies but which are commonly used
in the United States as a form of incentive for executives and / or
directors. There is no exercise price payable on shares of
restricted stock granted under the Unilife Corporation 2009 Stock
Incentive Plan. Instead, shares of restricted stock are issued at
the grant date and are subject to forfeiture in certain events and
to transfer restrictions that fall away upon specified vesting
dates over a three year period or upon certain conditions being
met.
If the Share Scheme is not approved by shareholders and the
Federal Court and consequently the Proposed Transaction does not
proceed, each director (other than Alan Shortall) will receive
60,000 fully paid ordinary shares in the Company, to be issued over
a three year period, instead of the 10,000 shares of restricted
stock in Unilife Corporation.
The grant of the incentives to each of the directors identified
above is subject to shareholder approval being obtained for their
issue at an Extraordinary General Meeting ("EGM") of the Company
which is scheduled to occur on or around 8 January 2010. Full
details of the principal terms on which the options and shares of
restricted stock or shares in the Company will be issued will be
set out in the Notice of EGM which will be sent to shareholders in
early December 2009.
In connection with the Proposed Transaction, the Unilife group
is also considering providing a new equity incentive package to its
Chief Executive Officer, Mr Alan Shortall, as he has now met all of
the share price milestones included under his previous equity
incentive package. Details of the new equity incentive package,
which is to be structured in conjunction with the recommendations
of an independent remuneration consultant and the Unilife
Corporation remuneration committee to incentivise Mr Shortall to
further develop the Company's business going forward, will be
disclosed to the market once finalised and will also be subject to
shareholder approval at the Unilife EGM in January 2010.
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.
Shareholder / Analyst Enquiries: Australia Jeff Carter Phone: +
61 2 8346 6500 United States Stuart Fine Phone: + 1 908 469
1788
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