Abraxis BioScience (ABII)

The Holding Company Merger and the Separation and Distribution

On the distribution date, Abraxis BioScience, Inc. will effect a holding company merger whereby Abraxis BioScience will become a holding company and its business will become held by New Abraxis, LLC, its wholly-owned limited liability company. We refer to this merger as the “holding company merger.” On the distribution date, following the effective time of the holding company merger and pursuant to the separation and distribution agreement, New Abraxis, LLC will contribute the hospital-based products business to New APP LLC, its wholly-owned subsidiary. Immediately following this transfer of the hospital-based products business, New Abraxis, LLC will distribute its interest in New APP LLC to Abraxis Bioscience, which we refer to as the “New APP distribution.” Following the New APP distribution, New APP LLC will be a wholly-owned subsidiary of Abraxis BioScience. Abraxis BioScience will then transfer all of its interest in New Abraxis, LLC to us and New Abraxis, LLC will become our wholly-owned subsidiary. Also, in connection with the separation and distribution, Abraxis BioScience and/or one or more its subsidiaries will incur approximately $1.0 billion of indebtedness and, in addition, will enter into a $150 million revolving credit facility. Approximately $265 million of the proceeds of this indebtedness will be used to repay in full Old Abraxis’ revolving credit facility; approximately $20 million will be used to pay fees and expenses related to the debt financing; and approximately $715 million will be contributed to us. New APP LLC and New APP will be solely responsible for servicing the debt following the transactions. Following these transactions, we will change our name to “Abraxis BioScience, Inc.”