April 18, 2008
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pSivida reincorporating in the United States

PERTH, Australia — pSivida Limited plans to reincorporate itself in the United States later this year, the company announced in a press release.

The reincorporation, which will be subject to Australian federal court and shareholder approval, is designed to attract investments from shareholders and increase liquidity while maintaining a strong bond with the company's Australian investor base, the release said.

If approved, all of pSivida's outstanding shares, assets and liabilities will be transferred to a new company incorporated in the United States. In exchange, the new U.S. company will issue one of its shares for each four American depository shares of the company and one of its credit depository interests for each 40 ordinary shares of the company. Cash will be paid for fractional shares, and all outstanding options and warrants will be equitably adjusted to reflect the reincorporation.

After the reincorporation, pSivida will maintain listings on the ASX, NASDAQ and the Frankfurt Stock Exchange. No personnel changes are expected to result from the reincorporation, according to the release.

"With our increased focus on the U.S., Pfizer has become our largest stockholder and a collaborative partner to develop ophthalmic products. Our phase 3 product, Medidur FA for [diabetic macular edema], is fully funded by another U.S. partner, Alimera Sciences. We refocused our operations by selling non-core businesses. Through these actions, we have provided ongoing funding to the company and have greatly strengthened our financial position," Paul Ashton, PhD, pSivida's managing director, said in the release.