UNIHOLDING CORPORATION
PRELIMINARY INFORMATION STATEMENT
August 2, 1996
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UNIHOLDING CORPORATION
96 Spring Street
New York, New York 10012
(212) 219-9496
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INFORMATION STATEMENT
Pursuant to Section 14 of
the Securities Exchange Act of 1934
and Regulation 14C and Schedule 14C thereunder
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO
SEND A PROXY.
This Information Statement has been filed with the Securities and
Exchange Commission (the "SEC") on July 31, 1996 and shall be transmitted on or
about August 12, 1996 to the holders of record of the shares of common stock,
par value $0.01 per share (the "Common Stock"), of UniHolding Corporation, a
Delaware corporation (the "Company").
UniHolding Corporation was formerly known as IRT Realty Services, Inc.,
CP Overseas, Inc. and United Fashions, Inc. All certificates representing shares
of capital stock in any of the above names are now recognized and honored as
shares of the capital stock of UniHolding Corporation, subject to equity
adjustments, splits and reverse splits effected to date. Should any holder of
shares desire to exchange old shares of the Company for new shares, please
submit such old certificates with instructions to the transfer agent of the
Company, American Securities Transfer, Inc. at 938 Quail Street, Suite 101,
Lakewood, CO 80215 (U.S.A.).
This Information Statement is being furnished pursuant to Section 14(c)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") in
connection with a decision of the Company to reorganize its interests in its
Clinical Trials Division. For the reasons set forth hereinafter, the Company
proposes certain action whereby the Clinical Trials Division could be separately
funded, pursuing its own development strategy while maximizing shareholders'
value in the two distinct businesses.
In furtherance of the desired objective, as of July 23, 1996, the
Company transferred all the assets of the Clinical Trials Division to a newly
formed wholly-owned British Virgin Islands subsidiary of the Company, Global
Unilabs Clinical Trials Ltd. ("GUCT"). Such assets presently consist of :
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100% of the equity in Unilabs Clinical Trials Limited ("UCT", a United
Kingdom corporation);
100% of the equity of Pharmasoft SA ("Pharmasoft", a Swiss
corporation);
17% of the equity of NDA Clinical Trials Services Inc. ("NDA", a U.S.
corporation).
After thorough study and internal discussions, management determined
that it is in the best interests of the Company and its shareholders to grant
the shareholders of record at an effective date (defined hereinafter)
subscription rights, in proportion to their respective holding in the Company,
to newly-issued shares of GUCT.
Under applicable law, the affirmative vote of the holders of a majority
of the Company's outstanding Common Stock entitled to vote is not required to
approve such an offering as the assets of the Clinical Trials Division do not
constitute all the assets or substantially all the assets of the Company. Hence,
no written consents have been or are being solicited or requested by the Company
from any shareholder of the Company through the issuance of this Information
Statement. You are urged to read this Information Statement carefully. However,
you are not requested or required to take any action.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the date hereof, there were issued and outstanding 6,455,502
shares of Common Stock, the only class of voting securities of the Company. Each
share of Common Stock entitles its holder to one vote, with the exception of
163,000 shares of Common Stock held in treasury by the Company, and 298,384
non-voting shares. Thus, the Company has 5,994,418 shares of Common Stock
presently with voting rights.
The following table sets forth, as of July 31, 1996, the name and
address of each person who is known to the Company to be the beneficial owner of
more than 5% of the Company's currently issued and outstanding Common Stock and
the amount and nature of beneficial ownership and percent of class owned by each
such person, as well as information with respect to the Company's Common Stock
owned beneficially by each director and by all directors and executive officers
as a group. Except as noted below, each person has full voting and investment
power over the shares indicated.
Preliminary Information Statement 3
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Name and Address Number of Percent of
of Beneficial Owner Outstanding Shares Class (1)
Unilabs Holdings SA 2,424,979 37.6%
53rd Street
Urbanizacion Obarrio Torre
Swiss Bank
Sixteenth Floor
Panama
Edgard Zwirn (2) 2,561,266 39.7%
28, Chemin Bellefontaine
1223 Cologny
Switzerland
All Officers and Directors 3,054,278 47.3%
as a group (3)
SBC Equity Partner 298,384 voting 4.6%
1, Europastrasse 298,384 non-voting 4.6%
8152 Opfikon
Switzerland
Morgan Stanley & Co. Inc. 333,333 5.2%
1585 Broadway
New York, New York 10036
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(1) Percent of Class is calculated by dividing the number of currently
issued and outstanding shares held by such beneficial owner by the total number
of currently issued and outstanding shares of the Company.
(2) Edgard Zwirn may be deemed to be the beneficial owner of 2,424,979
shares by virtue of his position as Chairman of the Board of Unilabs Holdings
SA, a Switzerland corporation ("Swiss Holdings") which is the parent of Unilabs
Holdings SA (Panama). However, Mr. Zwirn disclaims beneficial ownership of such
shares except for 22.3% thereof, his proportionate ownership of Swiss Holdings
or 540,770 shares. He directly owns 136,287 shares of the Common Stock of the
Company.
(3) Of the officers and directors as a group, Edgard Zwirn may be
deemed to beneficially own 2,561,266 shares of the Company's Common Stock.
Enrico Gherardi, a Director, is deemed to beneficially own 202,875 shares of the
Company's Common Stock. Alessandra Van Gemerden, a Director, is deemed to
beneficially own 290,125 shares of the Company's Common Stock; however, Ms. Van
Gemerden disclaims beneficial ownership of such shares except for 90,125
thereof.
Preliminary Information Statement 4
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REASONS FOR AND GENERAL EFFECT OF THE PROPOSED RIGHTS
OFFERING
The decision to reorganize the Clinical Trials Division was based on
the following reasons: (i) that a significant amount of investment would be
needed to fund the growth of the Clinical Trials Division before revenues
derived from such business would be sufficient so as to not burden the operating
results of the core Laboratory Division of the Company during a period estimated
to be at least two years; (ii) that the Clinical Trials Division has diverse
operating requirements from the core Laboratory Division and would thus benefit
from a proper delineation of responsibility and streamlined corporate
governance; (iii) that the development strategy for future growth of the
Clinical Trials Division and the Laboratory Division are different, requiring
different courses of action which are not necessarily compatible within one same
operating structure; and (iv) that shareholders' value could be better maximized
in both the long and short term through a separation. The Company first gave
consideration to effecting a spin-off to its shareholders of the Clinical Trials
Division. However, after considerable review, it appeared that some requirements
of the Securities and Exchange Commission with respect to the spin off of a
publicly-held corporation could practically not be met (particularly with
respect to operating in separate premises and avoiding any significant sharing
of personnel), and that certain possible resulting tax consequences on the
Company and its shareholders would be too great to undertake a spin-off.
Upon reaching the conclusion that a spin-off was not feasible, the
Company reviewed alternative courses of action. Management acknowledges that the
development of the Clinical Trials Division and business will require
substantial financial resources of approximately $7 million over the next 24
months, which the Laboratory Division does not have the financial capability to
fund. Further, it is management's view that the ability of seeking financing for
the benefit of the Clinical Trials Division would be hindered by the fact that
the two divisions would remain under one same corporate structure. On the
contrary, it is felt that the separation of the Clinical Trials Division could
lead to alternative financing for its own benefit in a fast-growing industry
sector.
Accordingly, it was determined that the best alternative would be to
separate the two divisions more clearly. To this effect, the Company first
transferred the Clinical Trials Division assets to a newly-formed subsidiary,
Global Unilabs Clinical Trials Ltd. ("GUCT"). The Company thus transferred its
100% ownership of UCT, its 100% ownership of Pharmasoft, and its 17% of NDA to
GUCT in exchange for 217,000 ordinary shares of GUCT representing substantially
all the issued and outstanding shares of GUCT after the transaction.
The separation will allow GUCT to increase its financial flexibility by
permitting it to issue additional common equity to finance future growth,
internally or through acquisitions. The Company's board of directors has granted
to the board of GUCT the necessary power to
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undertake any action that will be deemed necessary to obtain new financing, and
has indicated that it will not use any new financial resources of UniHolding to
capitalize GUCT nor any of GUCT's constituents. For the reasons mentioned below,
the board of directors of UniHolding and GUCT have mutually concluded that it is
in the best interests of the Company and its shareholders for GUCT to offer to
the UniHolding's shareholders the opportunity to participate on a pro rata basis
to a capital increase by GUCT in the form of registered subscription rights
offering.
Based upon the presently available data and development projects,
management of GUCT believes that financial needs of GUCT and its subsidiaries
over the next 24 months amount to approximately $7 million. As mentioned above,
whilst neither UniHolding nor GUCT have any legal obligation to do so, it has
been decided to propose the subscription exclusively to the shareholders of
UniHolding, by proposing a subscription right to each of them in proportion of
their respective holdings in UniHolding. Further, a similar subscription right
will be proposed on any such right not exercised by any shareholder, which will
in turn be apportioned to those shareholders who are willing to subscribe. While
such proposal will undoubtedly lengthen the capital increase process, by doing
so, the UniHolding board of directors believes that it accomplishes the
following objectives:
(a) ensuring that any UniHolding shareholder is given the opportunity
to participate in an exciting and potentially profitable new venture;
(b) ensuring that the losses inherent to the start-up and development
phases of the Clinical Trials business no longer burden the results of
the Laboratory core business, thus maximizing the growth potential of
the UniHolding share price; and
(c) ensuring that the UniHolding shareholders who choose not to
participate will continue to receive some benefits of the development
of the Clinical Trials business through the sub-contracting
arrangements that are already in place with the UniHolding laboratories
(principally in London).
To this end, it is intended that GUCT will grant subscription rights to
the then present holders of record of the Company as of the effective date of
the registered offering, meaning the commencement date of such offering (the
"Effective Date"), in proportion to their equity holding in the Company.
Such rights offering will be registered pursuant to the Securities Act
of 1933, as amended ("the Act") for a limited period of 30 days (the "Offering
Period"). At the expiration of the Offering Period, those rights not exercised
will expire and will be allotted to the other shareholders on a pro rata basis
for a limited period of 20 days (the "Extended Offering Period"). In compliance
with the Act, each shareholder will receive a prospectus and a subscription
agreement outlining in detail the terms and conditions of the rights offering.
The preparation of the relevant documentation is expected to be completed by
mid-August, and the share issuance is expected to be completed by mid-October;
however, the Company cannot give
Preliminary Information Statement 6
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any assurance as to the timing of the offering because of the existence of
factors which are beyond the Company's control, such as the agreement of the
Securities and Exchange Commission to the registration statements.
GUCT will then raise needed capital through such an offering to
finance its growth while providing the Company's shareholders with the
opportunity to invest directly in the Clinical Trials business. There will be no
obligation for any Company shareholder to subscribe to the offering. Subject to
the successful completion of the rights offering by GUCT, the Company's
ownership in GUCT is expected to be diluted to an approximate 24% holding.
COMPANY OFFICE LOCATIONS
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UniHolding Corp. Unilabs SA United Laboratories Ltd.
96 Spring Street 12, place de Cornavin Bewlay House
8th Floor 6th Floor Jamestown Road
New York, NY 10012 CH 1211 Geneva 1 London NW1 7BY
United States Switzerland United Kingdom
Tel: 212 219 9496 41 22 909 77 77 44 171 267 26 72
Fax: 212 925 2184 41 22 909 77 07 44 171 333 84 37
Contact: Melanie Stapp Bruno Adam Paul Hokfelt
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Preliminary Information Statement 7
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