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Tax Information for Abraxis BioScience Separation
On November 13, 2007, Abraxis BioScience, LLC separated into two independent publicly-traded corporations: APP Pharmaceuticals, LLC ("APP"), which operates the hospital-based business; and Abraxis BioScience, LLC (formerly New Abraxis, Inc.) ("Abraxis"), which operates the proprietary business. APP's common stock is listed on the NASDAQ Global Market under the ticker symbol "APPX," and Abraxis's common stock is listed on the NASDAQ Global Market under the ticker symbol "ABII." In the separation, each shareholder received (i) one share of APP stock for each share of stock owned immediately prior to the separation and (ii) one share of Abraxis stock for every four shares of stock owned immediately prior to the separation (plus cash in lieu of fractional shares).
This document contains a general explanation of certain U.S. federal income tax consequences of the separation and related transactions.
CONSULT YOUR TAX ADVISOR
The information in this document represents our general understanding of the application of certain existing U.S. federal income tax laws and regulations relating to the separation and related transactions. This document assumes that the separation and related transactions qualified for tax-free treatment under Sections 368(a)(1)(F), 355(a) and 361(c) of the Internal Revenue Code. It does not constitute tax advice and does not purport to be complete or to describe the consequences that may apply to particular categories of shareholders subject to special treatment under U.S. federal income tax laws. You are urged to consult your own tax advisor regarding the tax consequences to you of the separation and related transactions, including the applicability and effects of U.S. federal, state, local, foreign and other tax laws. We also urge you to read the information statement for the separation and related transactions that was mailed to you, noting in particular pages 25-27 (outlining certain risk factors related to taxes) and pages 39-43 (under the heading "Material U.S. Federal Income Tax Consequences"). In the event of any conflict in interpretation between this document and the information statement, you should rely on the information statement.
To ensure compliance with Treasury Department regulations, we advise you that the information contained herein was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein.
GUIDANCE ON HOW TO ALLOCATE TAX BASIS
U.S. federal income tax law requires that you allocate the tax basis in the shares you owned immediately prior to the separation between your APP shares and your Abraxis shares. If you purchased the shares of stock you owned immediately prior to the separation for cash, the initial tax basis in those shares would generally equal your purchase price. If you received the shares you owned immediately prior to the separation as a gift, through an employee compensation arrangement or through some other means, we recommend that you consult your own tax advisor to determine your initial tax basis. If you acquired the shares you owned immediately prior to the separation at different times, or if some of your shares otherwise had a tax basis that differed from that of others, you will need to make separate basis calculations for each group of shares.
Your aggregate tax basis in the shares you owned immediately prior to the separation must be allocated between your APP shares and your Abraxis shares in proportion to their relative fair market values on the date of the separation. U.S. federal income tax law does not specify how to determine these fair market values. Two possible approaches would be to use (i) the closing trading prices quoted on the NASDAQ Global Market on November 14, 2007 (the first trading day after the separation), which were $13.82 for APP and $38.15 for Abraxis or (ii) the averages of the closing trading prices quoted on the NASDAQ Global Market for the ten consecutive trading days beginning on November 14, 2007, which were $12.04 for APP and $55.44 for Abraxis. You are not bound by either of these approaches and may, in consultation with your tax advisor, determine to use another approach to determine the fair market value of the shares.
You and your tax advisor may find the information in the following tables useful. The first table sets forth the prices for each of the valuation approaches described above, including the relative value of Abraxis (taking into account the 0.25 distribution ratio). The second table sets forth the percentage that would be multiplied by your tax basis in the shares you owned immediately prior to the separation to determine the amount of basis allocable to your APP shares and your Abraxis shares (including any fractional share interest for which cash is received) using each of the valuation approaches described above.
Table 1
Trading Prices
| |
Closing
Trading Price
(November 14,
2007)
|
10-Day Average
Closing Trading
Price
(Beginning
November 14,
2007)
|
| APP |
$13.82
|
$12.04
|
| Abraxis |
$38.15
|
$55.44
|
Abraxis
(relative value*) |
$ 9.54
|
$13.86
|
* Based on 0.25 distribution ratio
Table 2
Tax Basis Allocation Percentages
| |
Closing Trading
Price Allocation
|
10-Day Average
Closing Trading
Price Allocation
|
| APP |
59.17%
|
46.49%
|
| Abraxis |
40.83%
|
53.51%
|
The following examples illustrate how the basis allocation would be calculated if you chose either of the two approaches described above.
| Assumptions: |
|
| Number of shares owned immediately prior to the separation: |
600 |
| Total tax basis ($15 per share): |
$9,000 |
| Number of APP shares received in the separation: |
600 |
| Number of Abraxis shares received in the separation (0.25 distribution ratio): |
150 |
| Tax Basis Allocation - Closing Trading Price: |
| APP: |
$9,000 x 59.17% = $5,325.06, or $8.88 per share |
| Abraxis: |
9,000 x 40.83% = $3,674.94, or $24.50 per share |
| Tax Basis Allocation - 10-Day Average Closing Trading Price: |
| APP: |
$9,000 x 46.49% = $4,183.78, or $6.97 per share |
| Abraxis: |
$9,000 x 53.51% = $4,816.22, or $32.11 per share |
SHAREHOLDER STATEMENT TO BE FILED WITH U.S. TAX RETURN
U.S. Treasury Department regulations may require that you attach to your U.S. federal income tax return a detailed statement setting forth certain information about the separation. We urge you to consult your tax advisor or tax return preparer regarding this statement.
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