DEF 14A: Bionomics Limited Proposes Re-domiciliation to Delaware via Scheme of Arrangement

Bionomics Limited is seeking shareholder approval to re-domicile from Australia to Delaware through a scheme of arrangement, with Neuphoria Therapeutics Inc. acquiring all outstanding shares.

Summary

• Bionomics Limited, an Australian corporation, is proposing a re-domiciliation to Delaware via a scheme of arrangement.
• The company has entered into a Scheme Implementation Agreement with Neuphoria Therapeutics Inc., a Delaware corporation established to effect the re-domiciliation.
• Under the agreement, Neuphoria will acquire 100% of Bionomics' outstanding ordinary shares.
• Shareholders will receive one share of Neuphoria common stock for every 2,160 Bionomics shares owned.
• ADS holders will receive one Neuphoria share for every 12 Bionomics ADSs.
• Upon completion, Bionomics will become a wholly-owned subsidiary of Neuphoria, with Neuphoria becoming the successor issuer.
• Neuphoria shares are expected to trade on Nasdaq under the ticker symbol NEUP.
• A special meeting of Bionomics shareholders (the Scheme Meeting) will be held on December 11, 2024, to vote on the re-domiciliation.
• The board of directors recommends shareholders vote FOR the resolution approving the Scheme.
• The re-domiciliation requires approval by a majority in number (more than 50%) of Bionomics shareholders present and voting, and at least 75% of the votes cast at the Scheme Meeting.
• The proxy statement is dated November 12, 2024, and was first mailed to shareholders on or about November 13, 2024.
• The voting entitlement date is 5:00 p.m. Sydney time on December 10, 2024.
• ADS Holders as of the ADS Voting Entitlement Date may instruct Citibank, N.A., acting as depositary (Depositary), how to vote the number of deposited Bionomics Shares their ADSs represent.

Sentiment

Score: 7

Explanation: The document is a formal proxy statement, so the sentiment is neutral to positive. The board recommends voting for the re-domiciliation, suggesting they believe it's beneficial. However, it's a complex transaction with potential risks, so the sentiment isn't overly enthusiastic.

Positives

• The board of directors believes the re-domiciliation is in the best interests of Bionomics and its shareholders.
• The re-domiciliation aims to increase alignment with leading industry peers and attractiveness to U.S. investors.
• The re-domiciliation is expected to reduce compliance costs.
• Neuphoria shares are expected to be listed on Nasdaq, providing continued trading access for investors.
• The Scheme provides a clear exchange ratio for both ordinary shareholders and ADS holders.

Negatives

• Shareholders who are deemed Ineligible Foreign Shareholders will have their Neuphoria shares sold and receive the net cash proceeds.
• Small Parcel Holders (holding fewer than 200,000 Bionomics Shares) will automatically receive Neuphoria Shares on the same basis as other Scheme Participants unless they opt in to participate in the Sale Facility.
• The Depositary may charge holders of ADSs a cancellation fee of US$0.02 for each ADS cancelled in connection with the Scheme.
• Implementation of the Scheme and completion of the re-domiciliation will result in the termination of Bionomics American Depositary Share program.

Risks

• The Scheme is subject to shareholder and court approval.
• The Scheme is subject to customary closing conditions.
• If the Scheme is not completed, Bionomics shareholders will not receive Neuphoria shares.
• There are risks associated with all business combinations, including the Scheme.
• The Court will approve the Scheme on the Second Court Date only if it is satisfied, among other things, that the Scheme and its terms and conditions are procedurally and substantively fair and reasonable to all persons who are entitled to receive the Scheme Consideration (ie, Neuphoria Shares) pursuant to the Scheme.

Future Outlook

The Scheme is expected to be completed in December 2024, subject to the satisfaction or waiver of the various closing conditions set forth in the Agreement.

Management Comments

• Bionomics board of directors has determined that it is advisable and in the best interests of Bionomics and its shareholders to consummate the re-domiciliation pursuant to the Scheme and recommends that you vote FOR the resolution to be considered and voted upon at the Scheme Meeting.

Industry Context

Re-domiciling to Delaware is a common practice for biotechnology companies seeking to align with U.S. corporate governance standards and appeal to a broader base of U.S. investors.

Comparison to Industry Standards

• Many biotechnology companies, such as CRISPR Therapeutics and BeiGene, have chosen to incorporate or re-incorporate in Delaware to benefit from its well-established corporate law and attract U.S. institutional investors.
• The scheme of arrangement is a common mechanism used in Australia for mergers and acquisitions, similar to a reverse triangular merger in the United States.
• The exchange ratio of one Neuphoria share for every 2,160 Bionomics shares will need to be evaluated by investors in comparison to similar transactions in the biotech industry to determine its fairness.

Stakeholder Impact

• Shareholders will receive shares in Neuphoria, a Delaware-based company, and are expected to benefit from the re-domiciliation.
• Employees are not expected to be directly impacted by the re-domiciliation.
• The re-domiciliation may improve the company's access to capital and strategic partnerships, potentially benefiting customers and suppliers in the long term.

Next Steps

• Bionomics shareholders will vote on the Scheme at the Scheme Meeting on December 11, 2024.
• If approved by shareholders, the Scheme will require approval by the Supreme Court of New South Wales or such other Australian court of competent jurisdiction.
• If approved by the Court, Bionomics will lodge a copy of the Court's orders with the Australian Securities and Investments Commission.
• Neuphoria will seek approval for listing its shares on Nasdaq.
• The Scheme Consideration will be provided to Bionomics shareholders on the fifth business day following the Record Date and the Scheme will be implemented on that date.

Key Dates

Keywords

re-domiciliation, scheme of arrangement, Bionomics, Neuphoria, shareholders, ADS, Delaware, Nasdaq, proxy statement