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Corrs advises on ‘top-hatting’ scheme

Corrs advises on ‘top-hatting’ scheme

CORRS CHAMBERS Westgarth has advised Peplin Ltd (Peplin) on all aspects of its redomicile into the US by way of ‘top-hatting’ schemes of arrangement, in which the Australian ASX-listed parent…

CORRS CHAMBERS Westgarth has advised Peplin Ltd (Peplin) on all aspects of its redomicile into the US by way of ‘top-hatting’ schemes of arrangement, in which the Australian ASX-listed parent company was replaced by a new US-incorporated subsidiary company.

The acquisition was effected through two schemes of arrangement in respect of the shares and options in Peplin. Under the schemes, the new US parent company acquired all outstanding shares in Peplin and all outstanding options were cancelled.

The shareholders of Peplin received common stock in the new US parent in the form of CHESS depositary interests (CDIs), while listed-option holders received options to acquire common stock in the form of CDIs only. Peplin’s redomicile was the first top-hatting scheme to Delaware since that of News Corporation in 2004.

Corrs partner James Rozsa said: “The redomicile is likely to be of interest to other bio-tech and lifescience companies that are close to commercialisation of their IP (ie they are close to or have already commenced Phase III clinical trials) and thus want greater exposure to the key market of the United States. The more traditional way of seeking US exposure through an ADR program was less likely to achieve this.”

Peplin is a development stage specialty pharmaceutical company focused on advancing and commercialising innovative medical dermatology products. Peplin’s lead product candidate is a patient-applied topical gel containing a compound the use of which it has patented for the treatment of actinic keratosis (AK). AK is generally considered the most common pre-cancerous skin condition.

Corrs advised on all aspects of the transaction, including the numerous requests for ASIC relief and ASX waivers to accommodate the restructure as well as to facilitate the listing of Peplin Inc on the ASX.

Corrs also worked closely with Peplin’s US counsel, Latham & Watkins, LLP, who were responsible for the US process.

Rozsa, who is also US-qualified, said: “The deal is another example of the growing number of cross-border deals that Corrs is working on with Latham & Watkins.”

The Corrs team working on the reincorporation included James Rozsa, Clare Dunne and Brett Kauffman on the restructure and Stan Lewis and Katrina Sleiman on the court process.

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