Sep 18 2013
Mitsubishi Tanabe Pharma Corporation (TSE: 4508) ("Mitsubishi Tanabe Pharma" or "MTPC") and Medicago Inc. (TSX: MDG) announced today the completion of the previously announced acquisition of Medicago Inc. by MTPC.
On September 18, 2013, 9284-9686 Québec Inc.,a subsidiary of MTPC, acquired all of the outstanding common shares of Medicago, other than the common shares currently held by MTPC and Philip Morris Investments B.V. ("PMI") an affiliate of Philip Morris International Inc., pursuant to the terms of an arrangement agreement made as of July 12, 2013. As a result, Medicago has become jointly owned by MTPC (60%) and PMI (40%). Shareholders of Medicago, as of the effective date of the arrangement, will be entitled to receive $1.16 per common share in cash, and holders of warrants and stock options will be entitled to receive a cash payment equal to the difference between $1.16 and the exercise price of any warrant or stock option they hold.
The common shares of Medicago will be delisted from trading on the Toronto Stock Exchange, at the end of trading on September 19, 2013.
"We are very pleased with the completion of this transaction and welcome Medicago to our group. We look forward to working with Medicago's management and employees as well as all the stakeholders to develop highly effective and competitive vaccines based on Medicago's proprietary technologies to contribute to the healthier lives of people around the world," said Dr. Michihiro Tsuchiya, President and Chief Executive Officer of MTPC.
"I would like to sincerely thank our employees, investors , partners and board members for their important contribution leading to Medicago's success, said Andy Sheldon, President and Chief Executive Officer of Medicago. I would also like to thank our corporate partners MTPC and PMI for their confidence in Medicago. We look forward to working closely with them to ensure our innovative, effective and cost efficient technology and products are brought to market".
The acquisition of Medicago will be entirely satisfied with cash and sufficient funds have been deposited with Computershare Investor Services Inc. to enable it to make payments to Medicago shareholders, warrantholders and optionholders pursuant to the terms of the arrangement agreement. Letters of Transmittal have been mailed to registered shareholders of Medicago and are also available on SEDAR at www.sedar.com. The Letters of Transmittal explain how registered Medicago shareholders can deposit and obtain payment for their shares. Registered Medicago shareholders must return duly completed Letters of Transmittal to Computershare Investor Services Inc. in order to receive the consideration to which they are entitled for their shares. Non-registered shareholders should carefully follow the instructions from the broker or other financial intermediary that holds shares on their behalf.