Vernalis PLC Regulatory News (VER)

24 Apr 2007 11:00

Vernalis PLC24 April 2007 April 24, 2007 Vernalis plc Announces Intent to Delist from The Nasdaq Stock Market and to Deregister and Terminate its U.S. Reporting Obligations under the Securities Exchange Act of 1934 WINNERSH, U.K., April 24, 2007 -- Vernalis plc (LSE: VER, Nasdaq: VNLS) (the"Company") announced today that its board of directors approved the delisting ofits American Depositary Shares, each representing the right to receive twoordinary shares of five pence each of the Company (the "ADSs"), from The NasdaqStock Market (the "Nasdaq") and, provided that the ADSs satisfy the tradingvolume test set forth in the Securities and Exchange Commission's (the "SEC's")newly-adopted Rule 12h-6(a) as of the date on which the delisting becomeseffective as required by newly-adopted Rule 12h-6(b)(1), to deregister andterminate the Company's reporting obligations under Sections 13(a) and 15(d) ofthe Securities Exchange Act of 1934 (the "Exchange Act"). The Company's board of directors took this decision based on its assessment that(a) continued compliance with the rules of the SEC and the Nasdaq, in particularSection 404 of the Sarbanes-Oxley Act of 2002, would be excessively burdensomefor the Company relative to the limited benefits the Company might realise and(b) all investors in the ordinary shares and ADSs of the Company are accordedprotection by the Company's listing on, and continued compliance with the rulesof, the London Stock Exchange. In accordance with SEC rules and the rules of the Nasdaq, the Company hasprovided written notice to the Nasdaq of its intent to delist. The Companyintends to file a Form 25 with the SEC on or about May 4, 2007, to effect thedelisting. By operation of law, the delisting will be effective ten days afterthis filing, unless the Form 25 is earlier withdrawn by the Company. The Companyreserves the right to delay the filing of the Form 25 or withdraw the Form 25for any reason prior to its effectiveness. The Company intends to file a Form 15F with the SEC to deregister and terminateits reporting obligations under Section 13(a) and 15(d) of the Exchange Act assoon as practicable following the later of the effectiveness of the delistingand the coming into force of new Rule 12h-6. By operation of law, thederegistration will be effective 90 days after the filing, unless the Form 15Fis earlier withdrawn by the Company. The Company reserves the right to delay thefiling of the Form 15F or withdraw the Form 15F for any reason prior to itseffectiveness. The Company has not arranged for the listing of its ADSs or ordinary shares onanother national securities exchange or for the quotation of its common stock ina quotation medium in the United States. The Company intends to maintain itsAmerican Depositary Receipt (ADR) facility with The Bank of New York. The ADSswill trade in the US over-the-counter (OTC). Enquiries:Vernalis plc +44 (0) 118 977 3133Simon Sturge, Chief Executive OfficerTony Weir, Chief Financial OfficerJulia Wilson, Head of Corporate Communications Brunswick Group +44 (0) 20 7404 5959Jon ColesJustine McIlroy Lazar Partners LtdGregory Gin 212-867-1762 Notes to Editors About Vernalis Vernalis is a speciality bio-pharmaceutical company focused on products marketedto specialist neurologists. The company has two marketed products, Frova(R) andApokyn(R), and a development pipeline focused on central nervous systemdisorders. The company has eight products in registration/clinical developmentand collaborations with leading, global pharmaceutical companies includingNovartis, Biogen Idec and Serono. Vernalis has established a US commercialoperation to promote Apokyn(R) and co-promote Frova(R) alongside its NorthAmerican licensing partner, Endo Pharmaceuticals, progressing the companytowards its goal of becoming a sustainable, self-funding, R&D-driven, specialitybio-pharmaceutical company. For further information about Vernalis, pleasevisit: www.vernalis.com Vernalis Forward-Looking Statement This news release may contain forward-looking statements that reflect theCompany's current expectations regarding future events including the clinicaldevelopment and regulatory approval of the Company's products, the Company'sability to find partners for the development and commercialisation of itsproducts, as well as the Company's future capital raising activities.Forward-looking statements involve risks and uncertainties. Actual events coulddiffer materially from those projected herein and depend on a number of factorsincluding the success of the Company's research strategies, the applicability ofthe discoveries made therein, the successful and timely completion of clinicalstudies, the uncertainties related to the regulatory process, the ability of theCompany to identify and agree beneficial terms with suitable partners for thecommercialisation and/or development of its products, as well as the achievementof expected synergies from such transactions, the acceptance of Frova(R) andApokyn(R) and other products by consumers and medical professionals, thesuccessful integration of completed mergers and acquisitions and achievement ofexpected synergies from such transactions, and the ability of the Company toidentify and consummate suitable strategic and business combinationtransactions. This information is provided by RNS The company news service from the London Stock Exchange