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Biotech / Medical : Oncothyreon -- Ignore unavailable to you. Want to Upgrade?


To: billyrc who wrote (2012)9/13/2007 11:04:00 AM
From: Jibacoa  Read Replies (1) | Respond to of 2344
 
Yes, the move to Seattle, incorporation in Delaware & 1 for 6 RS is coming.<g>

Biomira Announces Plan to Reincorporate in the United States
Wednesday September 12, 9:04 am ET
COMPANY TO HOST CONFERENCE CALL AT 10:00AM EDT

EDMONTON, BELLEVUE, WASHINGTON, Sept. 12 /PRNewswire-FirstCall/ - Biomira Inc. (Nasdaq: BIOM - News; TSX: BRA - News; the "Company") today 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.

"We believe that this effective reverse stock split should result in a higher trading price for the shares of Biomira Corporation and ultimately result in increased shareholder value," continued Dr. Kirkman.

"A higher share price may allow investment in Biomira Corporation by institutional investors whose policies preclude investing in stock with lower share prices. Many brokerage firms prohibit using lower priced stocks in margin accounts. A higher price also is expected to benefit shareholders by reducing the risk of a NASDAQ Global Market delisting proceeding based on the minimum $1 share price rule."

"The relocation of our headquarters to the Seattle area is not expected to result in a significant change in our operations in Edmonton, Alberta," continued Dr. Kirkman.

"We have a highly skilled, productive and dedicated workforce in Edmonton that we intend to maintain. However, a significant portion of our operations, particularly related to our small molecule development programs, is already in the U.S.,and we believe that our Seattle area location will help us to attract the additional staff we need to advance these programs as rapidly and successfully as possible."

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.

Biomira Corporation today filed a registration statement on Form S-4 with the SEC that includes a preliminary proxy statement/prospectus covering the proposed plan of arrangement and the shares to be issued to Biomira's shareholders in the plan of arrangement.

Assuming that the SEC declares the registration statement effective, the shareholders approve of the plan of arrangement, and the Alberta Court of Queen's Bench issues a final order approving the plan of arrangement, Biomira currently estimates that the transactions contemplated by the plan of arrangement should be completed in early 2008.

Snip

Bernard