Biomira Announces Plan to Reincorporate in the United States
Biomira Inc. announced that the Company's Board of Directors has approved a proposal to change its jurisdiction of incorporation from the federal jurisdiction of Canada to the State of Delaware in the United States of America through a plan of arrangement. Under the plan of arrangement, which is subject to shareholder and court approval, Biomira will migrate to the United States by creating a holding corporation based in the State of Delaware, Biomira Corporation, which will be the ultimate parent corporation of a successor corporation of the current Biomira and its subsidiaries. Biomira Corporation intends to establish its headquarters in or near Seattle, Washington.
"We believe that reincorporation in Delaware is the right strategic move to increase long-term shareholder value," said Robert L. Kirkman, M.D., President and Chief Executive Officer of Biomira. "This move is intended to raise our profile in the U.S. financial markets, with the goals of increasing the visibility of our exciting product pipeline among U.S. institutional investors and providing access to a larger pool of investment capital. Additionally, we believe that relocating to a major biotechnology center such as Seattle will provide greater opportunity to attract and retain key personnel."
Upon the completion of the proposed arrangement, holders of common shares of Biomira Inc. will receive one-sixth of a share of common stock of Biomira Corporation in exchange for each common share of Biomira Inc., which will have the effect of a 6 for 1 reverse stock split of Biomira Inc. common shares.
The transaction will be completed through a plan of arrangement, which will require the approval of two-thirds of the common and preference shares represented at a special meeting of Biomira's shareholders, voting as a class. Such a meeting is expected to take place in Edmonton, Alberta following the distribution of a definitive proxy statement/prospectus contained as part of a registration statement filed with the United States Securities and Exchange Commission (the "SEC") and receipt of an interim order with respect to the proposed plan of arrangement from the Alberta Court of Queen's Bench.
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