ChemGenex to Seek Voluntary De-Listing From NASDAQ and to Restructure Board to Reflect Compliance Needs

Sun Jun 28, 2009 8:00pm EDT
 
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MELBOURNE, Australia & MENLO PARK, Calif.--(Business Wire)--
ChemGenex Pharmaceuticals Limited (ASX:CXS) advises that a decision has been
taken by the Board to seek a voluntary de-listing from the NASDAQ Capital Market
("NASDAQ") and to fully deregister from the U.S. Securities and Exchange
Commission`s ("SEC") ongoing reporting obligations. 

The voluntary decision to de-list from NASDAQ and to deregister was taken
following a detailed review of the limited benefits generated by the listing as
compared to the significant, and growing, compliance costs of maintaining it. In
order to maintain the current NASDAQ listing, the Company is required to devote
disproportionately large amounts of management time to meet numerous reporting
and compliance obligations, such as the preparation and filing of periodic
reports, Annual Reports on Form 20-F and compliance with burdensome control
issues at great expense. Based on this, ChemGenex no longer sees sufficient
value in maintaining its secondary Level 2 listing on NASDAQ. 

The de-listing from NASDAQ also means the company`s regulatory compliance
requirements relating to Board structure are less onerous and the Board is able
to be reduced in size. Accordingly, Dr. Dennis Brown, Mr. Donald Santel and Dr.
Julie Cherrington will resign as Directors effective July 20, 2009, but will
continue their involvement with the company as active members of Advisory
Boards. 

Dr. Greg Collier, Chief Executive Officer and Managing Director thanked the
outgoing Directors for their service to the company. "We have been fortunate to
have had Dennis, Don and Julie on the Board over the past several years, and
have benefitted from their significant experience. We look forward to their
continued support as Advisory Board members as the Company moves to complete the
regulatory filing for omacetaxine to the FDA in Q3, and plans for commercial
launch in the USA in Q1 next year." 

The Company intends to file a Form 25 with the SEC on July 9, 2009 to commence
the NASDAQ de-listing process. It is expected that the de-listing will take
effect as of the close of trading in New York on July 20, 2009. The Company also
expects thereafter to file a Form 15F with the SEC to terminate its registration
and to suspend its reporting obligations under the Securities Exchange Act of
1934. The Company confirms that it will maintain its primary listing on the
Australian Securities Exchange ("ASX"). 

Following deregistration, the Company`s securities will not be listed on any
exchange in the United States. The Company intends, however, that its American
Depositary Shares ("ADSs") continue to trade as a Level 1 program in the "over
the counter" market. As such, there will be no changes to the current status of
the ADSs. 

All ADS holders will shortly receive a formal notice advising them of the
downgrade of the program and providing instructions on how to proceed. 

The anticipated timetable for the de-listing from NASDAQ and downgrade of the
ADS program is set out below:

 July 20, 2009                   -    Termination of NASDAQ listing and downgrade of ADS program  
                                                                                                  
 July 21, 2009                   -    Registration with the SEC suspended                         
                                                                                                  
 October 19, 2009                -    Deregistration with the SEC effective                       


It is recommended that ADS holders who have further questions should wait until
they receive the documentation from the Bank of New York Mellon (BoNYM).
However, in the interim, if any ADS holder has ANY questions in relation to the
proposed changes, they may contact ChemGenex Company Secretary, Dr. James
Campbell, via telephone on +61 3 52239900 or via email at
jcampbell@chemgenex.com. 

About ChemGenex Pharmaceuticals Limited(http://www.chemgenex.com)

ChemGenex Pharmaceuticals is a pharmaceutical development company dedicated to
improving the lives of patients by developing personalized oncology medicines.
ChemGenex harnesses the power of genomics both to discover novel targets and
drug compounds, and in clinical trials to develop more individualized treatment
outcomes. ChemGenex`s lead compound, omacetaxine mepesuccinate, is currently in
phase 2/3 clinical trials for chronic myeloid leukemia (CML). ChemGenex has a
second anticancer compound, amonafide dihydrochloride (Quinamed®), which is in
phase 2 clinical development for various solid cancers, and a portfolio of
assets in pre-clinical development. ChemGenex currently trades on the Australian
Stock Exchange under the symbol "CXS" and on NASDAQ under the symbol "CXSP". For
additional information on ChemGenex Pharmaceuticals, please visit our web site
at http://www.chemgenex.com. 

Details on the clinical trials can be accessed from the following websites; 

http://clinicaltrials.gov/ct2/show/NCT00375219?term=homoharringtonine&rank=9 and
http://www.tkiresistantcmltrials.com

Safe Harbor Statement

Certain statements made herein (including for this purpose sites to which a
hyperlink has been provided) that use the words "estimate", "project", "intend",
"expect", "believe" and similar expressions are intended to identify
forward-looking statements within the meaning of the US Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks and uncertainties which could cause the actual results,
performance or achievements of the company to be materially different from those
which may be expressed or implied by such statements, including, among others,
risks or uncertainties associated with the development of the company`s
technology, the ability to successfully market products in the clinical
pipeline, the ability to advance promising therapeutics through clinical trials,
the ability to establish our fully integrated technologies, the ability to enter
into additional collaborations and strategic alliances and expand current
collaborations and obtain milestone payments, the suitability of internally
discovered genes for drug development, the ability of the company to meet its
financial requirements, the ability of the company to protect its proprietary
technology, potential limitations on the company`s technology, the market for
the company`s products, government regulation in Australia and the United
States, changes in tax and other laws, changes in competition and the loss of
key personnel. These statements are based on our management`s current
expectations and are subject to a number of uncertainties that could change the
results described in the forward-looking statements. Investors should be aware
that there are no assurances that results will not differ from those projected. 



ChemGenex
Dr. Greg Collier
CEO and Managing Director
Cell (Australia): +61 419 897501
Cell (USA): +1-650-200-8145
collier@chemgenex.com
or
Buchan Consulting
Media Relations - Australia
Rebecca Wilson
Tel: +61 (0)3 9866 4722
Cell: + 61 (0)417 382 391
rwilson@bcg.com.au
or
Kureczka/Martin Associates
Media Relations - USA
Joan Kureczka
Tel: +1-415-821-2413
Cell: +1-415-690-0210
Jkureczka@comcast.net

Copyright Business Wire 2009

 

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