Log In

Reset Password

XOMA moves domicile from Bermuda to Delaware

Bermuda-based XOMA Ltd has announced its intention to redomicile to Delaware in order to avoid any potentially harmful changes to the tax law and being targeted as a non-US company.The company’s board of directors believes that the move will provide legal, administrative and other similar efficiencies, as well as a basis for further efficiencies in the event that XOMA simplifies its overall corporate structure, in addition to reducing XOMA’s exposure to the potential consequences of certain types of punitive or potentially adverse tax legislation that have been proposed in the past.It said that it would also be relocating XOMA’s jurisdiction of organisation to one that has a body of law more familiar to its officers, employees, board and many of its shareholders and it would also reduce XOMA’s exposure to other potentially adverse or prejudicial actions based on its being a non-US company, such as “blacklisting” of its shares by certain pension funds or legislation restricting certain types of transactions.Upon completion of the move, all of the outstanding shares in the company, which specialises in the discovery and development of novel antibody therapeutics, will automatically be converted by law into the common stock of a Delaware corporation on a one-for-one basis.A registration statement relating to the common stock of the Delaware corporation has been filed with the Securities and Exchange Commission but has not yet become effective.Although neither the continuance and domestication of XOMA as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware nor the concurrent discontinuance from Bermuda under the Companies Act 1981 of Bermuda will require shareholder approval, both the domestication and the discontinuance are subject to the final approval of XOMA’s board.