Bionomics Moves Forward with Re-domiciliation Update
ADELAIDE, Australia and CAMBRIDGE, Mass. – Bionomics Limited (NASDAQ: BNOX), a clinical-stage biotechnology company known for developing innovative ion channel modulators, is excited to share important updates regarding its planned re-domiciliation to the United States. This strategic transition comes as part of an arrangement with its shareholders, enabling the company to better serve patients with serious central nervous system (CNS) disorders.
Shareholder Benefits
As part of the re-domiciliation process, Bionomics shareholders will receive shares in Neuphoria Therapeutics Inc., a newly formed parent company located in Delaware. Each shareholder will get a specific number of Neuphoria shares proportional to the number of Bionomics shares they own by the record date.
The revised exchange ratio states that holders of ordinary Bionomics shares will receive one share of Neuphoria for every 2,160 Bionomics shares held. Additionally, those with American Depositary Shares (ADS) will get one Neuphoria share for every 12 ADS held. This structured exchange ensures a smooth transition for all shareholders involved.
Small Parcel Holder Provisions
For shareholders owning fewer than 200,000 Bionomics shares, referred to as “Small Parcel Holders,” there are specific considerations in the Scheme. They will automatically be allocated Neuphoria shares, unless they choose to opt into a Sale Facility, allowing for the proceeds from the sale of these shares to be remitted back to them through a US broker.
Court Endorsement of the Scheme
Bionomics is pleased to announce that the Supreme Court of New South Wales has approved several aspects of the Scheme. This includes convening a meeting for Bionomics shareholders to vote on the proposed arrangement. The meeting is set to take place online, making it convenient for shareholders from different locations to participate.
Upcoming Shareholder Meeting Details
The Scheme Meeting is scheduled for early December, with specific time slots for Sydney and New York. This meeting will be crucial as shareholders will be able to vote on the approval of the Scheme, ensuring that their voices are heard in this significant corporate transition.
Information Distribution and Expert Input
To ensure transparency, a Scheme Booklet containing detailed information, including the Independent Expert’s Report prepared by Findex Corporate Finance (Aust) Limited, will be distributed to all shareholders. This material will explain the benefits of the Scheme and details on how to vote.
Accessibility of Materials
Bionomics is committed to ensuring shareholders receive the necessary documents in their preferred format, whether electronically or via hard copy. All materials will be made available on the company’s website following necessary registrations.
Recommendation from Bionomics Board
The Bionomics Board continues to unanimously endorse the Scheme. Directors are committed to supporting the transition, provided that the Independent Expert concurs on the benefits of this move for shareholders.
Communication with ADS Holders
For those holding ADS, the Depositary will provide voting instructions, ensuring all shareholders have the opportunity to express their opinions and vote on the Scheme.
Contact Information for Shareholders
Shareholders with questions can reach out to the Bionomics Shareholder Information Line for assistance. The Company Secretary, Rajeev Chandra, is available for general inquiries, whereas Kevin Gardner and Chris Calabrese handle investor relations.
About Bionomics Limited
Bionomics Limited (NASDAQ: BNOX) is recognized for its focused approach to developing first-in-class allosteric ion channel modulators aimed at treating serious CNS disorders. Their leading candidate, BNC210, is being evaluated for its efficacy in treating social anxiety disorder and post-traumatic stress disorder, among other critical conditions. Through collaborations, including a partnership with Merck & Co., Bionomics is expanding its reach in addressing cognitive deficits related to Alzheimer's disease.
Frequently Asked Questions
What is the purpose of Bionomics’ re-domiciliation?
The re-domiciliation aims to better position Bionomics to expand its operations and effectively serve its shareholders and patients in the US market.
Who will be receiving shares in the new parent company?
All Bionomics shareholders as of the record date will receive shares in Neuphoria Therapeutics Inc. based on their holdings.
What happens to small parcel holders under the Scheme?
Small Parcel Holders will receive Neuphoria shares unless they opt to participate in the Sale Facility.
When will the Scheme Meeting take place?
The Scheme Meeting is set for December, allowing shareholders to vote on the proposed changes.
Where can shareholders find more information?
Detailed information will be provided through the Scheme Booklet, accessible via the company’s website or via physical mail to those who prefer it.
