TAX INFORMATION FOR ABRAXIS BIOSCIENCE SEPARATION
On November 13, 2007, Abraxis BioScience, Inc. separated into two independent
publicly-traded corporations: APP Pharmaceuticals, Inc. (“APP”), which operates the
hospital-based business; and Abraxis BioScience, Inc. (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):
|
$9000
|
|
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.