This excerpt taken from the ABII 8-K filed Nov 8, 2007.
Manner of Effecting the Separation and Distribution
The general terms and conditions relating to the separation and distribution will be set forth in the separation and distribution agreement to be executed on or prior to the distribution date between us, Abraxis BioScience, New Abraxis, LLC and New APP LLC. See Relationship Between New APP and Us After the Separation and DistributionSeparation and Distribution Agreement.
The distribution of our common stock to Abraxis BioScience stockholders will be effective at 11:59 p.m., New York city time, on the distribution date, which we expect will be November 13, 2007. For Abraxis BioScience stockholders who own Abraxis BioScience common stock in registered form as of the close of business on November 13, 2007, the transfer agent will credit their shares of New Abraxis common stock to book entry accounts established by the transfer agent to hold their New Abraxis common stock, and the distribution agent will send them a statement reflecting their New Abraxis common stock ownership. Book entry refers to a method of recording stock ownership in our records in which no physical certificates are used. For stockholders who own Abraxis BioScience common stock through a broker or other nominee, their shares of New Abraxis common stock will be credited to their accounts by the broker or nominee. Following the separation and distribution, stockholders whose shares are held in book entry form may request that their shares be transferred to a brokerage or other account, or that physical stock certificates be sent to them, in each case at any time and without charge.
The distribution will be made on the basis of one share of our common stock for every four shares of Abraxis BioScience common stock. The actual number of shares of our common stock that will be distributed will depend on the number of shares of Abraxis BioScience common stock outstanding on the record date. The shares of our common stock will be fully paid and nonassessable, and the holders of such shares will not be entitled to preemptive rights. No fractional shares of our common stock will be issued in the distribution. See Description of Capital Stock for a more complete description of our authorized capital stock.
Holders of Abraxis BioScience common stock are not required to pay cash or any other consideration for the shares of our common stock that they receive in the distribution. Holders of Abraxis BioScience common stock will not need to surrender or exchange shares of Abraxis BioScience common stock or take any other action in order to receive shares of our common stock. No vote of Abraxis BioScience stockholders is required or sought in connection with the separation and distribution, and Abraxis BioScience stockholders have no appraisal rights in connection with the separation and distribution. The distribution will not otherwise change the number of, or the rights associated with, outstanding shares of Abraxis BioScience common stock.
Fractional shares of our common stock will not be issued to Abraxis BioScience stockholders as part of the distribution nor credited to book entry accounts. Instead, the distribution agent will, as soon as possible on or after the distribution date, aggregate fractional shares into whole shares and sell them in the open market at then-prevailing market prices and thereafter will distribute the aggregate proceeds ratably to Abraxis BioScience stockholders otherwise entitled to such fractional shares, net of any deductions required to be withheld for federal income tax purposes and after deducting all brokerage charges, commissions and transfer taxes attributable to the sale of the fractional shares. None of Abraxis BioScience, our company or the distribution agent will guarantee any minimum sale price for the fractional shares of our common stock. No interest will accrue on the amount of any payment made in lieu of the issuance of a fractional share. The distribution agent will distribute a check to each such record holder representing the cash amount deliverable in lieu of the record holders fractional share interest as soon as practicable following the calculation of these cash amounts. If you physically hold Abraxis BioScience stock certificates, your check for any cash that you may be entitled to receive instead of fractional shares of our common stock will be included together with the account statement in the mailing that the distribution agent expects to send out on the distribution date. Such cash payment will be made to the holders in the same account in which the underlying shares are held. For a discussion of the material U.S. federal income tax consequences of the distribution, including the receipt of cash in lieu of fractional shares, please see Material U.S. Federal Income Tax Consequences below.
After the distribution, many of our stockholders may hold odd lots or blocks of less than 100 shares of our common stock. An investor selling an odd lot may be required to pay a higher commission rate than an investor selling round lots or blocks of 100 shares.