ABII » Topics » QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

This excerpt taken from the ABII 8-K filed Nov 8, 2007.

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

Please see “The Separation and Distribution” for a more detailed description of the matters summarized below.

 

How will the distribution work?

Following final approval of the distribution by the Abraxis BioScience board of directors, and pursuant to the terms and conditions of a separation and distribution agreement to be entered into between us, Abraxis BioScience, New Abraxis, LLC and New APP LLC, all of the outstanding shares of our common stock will be distributed pro rata to the holders of record of Abraxis BioScience common stock as of the close of business on November 13, 2007. In the distribution, each holder of Abraxis BioScience common stock will receive one share of New Abraxis common stock for every four shares of Abraxis BioScience common stock held of record as of the close of business on November 13, 2007. The number of shares of our common stock that will be distributed to holders of Abraxis BioScience common stock will be reduced to the extent that cash payments are to be made in lieu of the issuance of fractional shares of our common stock. Holders of Abraxis BioScience common stock will also retain their shares, which we refer to as shares of New APP common stock following the separation and distribution. For a more detailed description, see “The Separation and Distribution.”

 

What will New Abraxis’ relationship with New APP be after the distribution?

After the distribution, we and New APP will be independent, publicly-traded companies. Prior to the distribution, we and Abraxis BioScience will enter into several agreements relating to the continued provision of certain administrative and other services for a limited transition period, and certain other matters. See “Relationship Between New APP and Us After the Separation and Distribution” beginning on page 90.

 

When will the distribution be effected?

11:59 p.m., New York City time, on November 13, 2007.

 

What is the record date for the distribution?

Close of business on November 13, 2007.

 

What do I have to do to participate in the distribution?

You are not required to take any action to receive shares of New Abraxis common stock in the distribution. No vote of Abraxis BioScience stockholders will be taken for the distribution. If you are the holder of record of shares of Abraxis BioScience common stock as of the close of business on November 13, 2007, a book-entry will be made reflecting your ownership of shares of our common stock. Physical stock certificates will be issued only upon request. Do not mail in Abraxis BioScience common stock certificates in connection with the distribution.

 

 

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How many shares of New Abraxis common stock will I receive?

Each record holder of Abraxis BioScience common stock will receive one share of New Abraxis common stock for every four shares of Abraxis BioScience common stock that such record holder owned as of the record date. No fractional shares of our common stock will be issued in the distribution.

 

How will fractional shares be treated?

If you would be entitled to receive a fractional share of our common stock in the distribution, you will instead receive a cash payment. Fractional shares will be aggregated by the distribution agent into whole shares and sold in the public market at prevailing market prices. The aggregate net proceeds of these sales will be distributed ratably, after making certain deductions, to those Abraxis BioScience stockholders who would otherwise have received fractional shares. The distribution agent, in its sole discretion, without any influence by Abraxis BioScience or us, will determine when, how, through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the distribution agent will not be an affiliate of either Abraxis BioScience or us. None of Abraxis BioScience, our company or the distribution agent will guarantee any minimum sale price for the fractional shares of our common stock. 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.

 

What is book-entry?

The book-entry system allows registered stockholders to hold their shares without physical stock certificates. For additional information, see “The Separation and Distribution—Manner of Effecting the Separation and Distribution” beginning on page 34.

 

What will happen to restricted stock units and stock options?

Following the distribution, holders of Abraxis BioScience restricted stock units (RSUs) and stock options whose employment related to the proprietary products business will have their RSUs and stock options converted into newly-issued New Abraxis RSUs and stock options, with the same terms as the corresponding Abraxis BioScience RSUs and stock options, except that appropriate adjustments to the RSUs and stock options will be made as necessary by reason of the transaction. Holders of Abraxis BioScience RSUs and stock options whose employment related to the hospital-based products business will retain their Abraxis BioScience RSUs and stock options, except that appropriate adjustments to the RSUs and stock options will be made as necessary by reason of the transaction. For additional information, see “The Separation and Distribution—Treatment of Employee Stock Options and Restricted Stock Units.”

 

Does New Abraxis intend to pay dividends on New Abraxis common stock?

No. We currently intend to retain earnings to support our operations and to finance the growth and development of our business. Therefore, we do not expect to pay any cash dividends in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors in accordance with applicable law.

 

 

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Where will I be able to trade my shares of New Abraxis common stock?

There is not currently a public market for our common stock. Our common stock has been approved for listing on the Nasdaq Global Market under the symbol “ABII.” We anticipate that trading in our common stock will commence on a “when-issued” basis shortly before the record date. When-issued trading refers to a transaction made conditionally because the security has not yet been issued. On the first trading day following the distribution date, when issued trading in respect of our common stock will end and “regular way” trading will begin. Regular way trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full business day following the date of a transaction. We cannot predict the trading prices for our common stock before or after the distribution date.

 

Will the number of shares of Abraxis BioScience common stock I own change as a result of the distribution?

No. The number of shares of Abraxis BioScience common stock (which we refer to as New APP common stock following the separation and distribution) you own will not change as a result of the distribution.

 

What will happen to the listing of Abraxis BioScience common stock?

The shares of New APP common stock will trade on the Nasdaq Global Market under the symbol of “APPX” following the separation and distribution.

 

Will the separation and distribution affect the trading price of my New APP common stock?

Yes. After the separation and distribution, the trading price of New APP common stock may be lower than the trading price of the Abraxis BioScience common stock immediately prior to the separation and distribution. Moreover, until the market has evaluated the operations of New APP without the operations of New Abraxis, the trading price of New APP common stock may fluctuate significantly. Abraxis BioScience believes the separation of New Abraxis from New APP offers its stockholders the greatest long-term value. However, the combined trading prices of New APP common stock and New Abraxis common stock after the separation and distribution may be more or less than the trading price of Abraxis BioScience common stock prior to the separation and distribution. See “Risk Factors—Risks Related To Our Separation From Abraxis BioScience” beginning on page 18.

 

Whom do I contact for information regarding New Abraxis and the separation?

You should direct inquiries relating to the separation to:

 

 

Abraxis BioScience, Inc.

 

11755 Wilshire Boulevard, Suite 2000

 

Los Angeles, California 90025

 

Attention: Investor Relations

 

Phone: (310) 883-1300

 

 

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