This excerpt taken from the ABII 8-K filed Nov 8, 2007.
(par value $0.001 per share)
This information statement is being furnished to holders of Abraxis BioScience common stock in connection with the plan by Abraxis BioScience to separate into two independent publicly-traded companies, one holding the Abraxis Pharmaceutical Products business, which focuses primarily on manufacturing and marketing our oncology, anti-infective and critical care hospital-based generic injectable products and marketing our proprietary anesthetic/analgesic products (which we refer to collectively as the hospital-based products business), and the other holding the Abraxis Oncology and Abraxis Research businesses, which focus primarily on our internally developed proprietary product, Abraxane®, and our proprietary product candidates (which we refer to as the proprietary products business). Following completion of the separation and related transactions, Abraxis BioScience stockholders will own (i) shares of New Abraxis, Inc. (which we refer to as New Abraxis) and (ii) shares of APP Pharmaceuticals, Inc. (which we refer to as New APP). Following the separation and related transactions, New Abraxis will operate the proprietary products business and will change its name to Abraxis BioScience, Inc. New APP will continue to operate the hospital-based products business of Abraxis BioScience.
We expect that the distribution will be made effective at 11:59 p.m., New York city time, on November 13, 2007, on a pro rata basis to the holders of record of Abraxis BioScience common stock as of the close of business on November 13, 2007. If you are a record holder of Abraxis BioScience common stock at the close of business on the record date, you will receive one share of New Abraxis common stock for every four shares of Abraxis BioScience common stock you then hold. The distribution of shares will be made in book-entry form, and physical stock certificates will be issued only upon request. You will receive a check for the cash equivalent of any fractional shares you otherwise would have received in the distribution.
You will not be required to pay for the shares of our common stock you receive in the distribution, to surrender or exchange your shares of Abraxis BioScience common stock in order to receive our common stock or take any other action in connection with the distribution. After the distribution, you will own shares of New Abraxis common stock and also retain your shares of Abraxis BioScience common stock, which we refer to as shares of New APP.
No public market currently exists for our common stock. However, our common stock has been approved for listing on the Nasdaq Global Market under the symbol ABII. The New APP common stock will trade on the Nasdaq Global Market under the symbol APPX following the transactions. We expect that a limited trading market, known as a when-issued trading market, may develop shortly before the record date and that regular trading will begin on the first trading day after the effective date of the distribution.
Stockholders with inquiries relating to the distribution should contact American Stock Transfer & Trust Company, the distribution agent, at 59 Maiden Lane, Plaza Level, New York, New York 10038, telephone (800) 937-5449.