Medicago announces special meeting of shareholders to be held on August 29, 2013 to approve the Transaction with Mitsubishi Tanabe Pharma
QUEBEC CITY, July 31, 2013 /PRNewswire/ – Medicago Inc. (TSX: MDG; OTCQX:
MDCGF) (“Medicago“), a biopharmaceutical company focused on developing highly effective
and competitive vaccines based on proprietary manufacturing
technologies and Virus-Like Particles (VLPs), announced today that it
has obtained on July 25, 2013 an interim order from the Superior Court
of Québec (the ”Interim Order“) authorizing, among other things, Medicago to hold a special meeting
(the ”Meeting“) of shareholders of Medicago (the “Shareholders“) relating to the previously announced plan of arrangement involving
Mitsubishi Tanabe Pharma Corporation (“MTPC“).
The Meeting to consider the Arrangement Resolution will be held at
McCarthy Tétrault LLP’s office located at 1000 De La Gauchetière Street
West, Suite 2500, Montréal, Québec, H3B 0A2, on August 29, 2013 at
11:00 a.m. (EDT). The record date for voting at the Meeting is July 30,
At the Meeting, Shareholders will be asked to consider and, if deemed
advisable, to approve a special resolution (the “Arrangement Resolution“), the full text of which is set forth in Appendix A to the management
information circular dated July 31, 2013 (the “Circular“), to approve a statutory arrangement (the ”Arrangement“) under Chapter XVI – Division II of the Business Corporations Act (Québec) involving the Corporation, MTPC and 9284-9686 Québec inc. (the
“Purchaser“), a wholly-owned subsidiary of MTPC, whereby, among other things, the
Purchaser will acquire all of the common shares of Medicago not held by
MTPC and Philip Morris Investments B.V. (“PMI“) for a cash consideration of $1.16 per common share, all as more
particularly described in the Circular.
The Circular and accompanying materials are being mailed to the
Shareholders and will be available on Medicago’s website at www.medicago.com or SEDAR at www.sedar.com. Shareholders are urged to carefully review the Circular and
accompanying materials as they contain important information regarding
the Arrangement and its consequences to Shareholders.
The Arrangement is subject to the approval of 66 2/3% of the votes cast
by Shareholders and of more than 50% of the votes cast by Medicago’s
minority Shareholders being all shareholders excluding MTPC, PMI and
any of their respective affiliates; in each case present in person or
represented by proxy at the Meeting. The Arrangement is also subject to
customary closing conditions, including receipt of all regulatory
approvals. Assuming that the Arrangement Resolution is approved at the
Meeting and that all regulatory approvals are timely obtained, Medicago
anticipates returning to the Superior Court of Québec on or around
September 4, 2013 to seek a final order to implement the Arrangement on
or around mid-September 2013.
The Board of Directors of Medicago unanimously recommends that
Shareholders vote in favour of the Arrangement.
Your vote is important regardless of the number of Common Shares you
own. Shareholders who have any questions regarding the Arrangement or
require assistance with voting may contact Medicago’s proxy
solicitation agent, Laurel Hill Advisory Group at 1-877-452-7184 toll
free or by email at email@example.com.
Medicago is a clinical-stage biopharmaceutical company developing novel
vaccines and therapeutic proteins to address a broad range of
infectious diseases worldwide. Medicago is committed to providing
highly effective and competitive vaccines and therapeutic proteins
based on its proprietary VLP and manufacturing technologies. Medicago
is a worldwide leader in the development of VLP vaccines using a
transient expression system which produces recombinant vaccine antigens
in plants. This technology has potential to offer more potent vaccines
with speed and cost advantages over competitive technologies, enabling
the development of a vaccine for testing in approximately one month
after the identification and reception of genetic sequences from a
pandemic strain. This production time frame has the potential to allow
vaccination of the population before the first wave of a pandemic, and
supply large volumes of vaccine antigens to the world market. Medicago
also intends to expand development into other areas such as biosimilars
and biodefense products where the benefits of our technologies can make
a significant difference. Additional information about Medicago is
available at www.medicago.com.
About Mitsubishi Tanabe Pharma
Mitsubishi Tanabe Pharma is a research-driven pharmaceutical company
based in Japan, specializing in research, development and marketing of
globally competitive pharmaceutical products focused on the field of
autoimmune disease, diabetes and kidney disease, and CNS disease.
Mitsubishi Tanabe Pharma contributes to the healthier lives of people
around the world through the creation of pharmaceuticals that respond
to unmet medical needs. Additional information about MTPC is available
Forward Looking Statements
This news release includes certain forward-looking statements or
forward-looking information for the purposes of applicable securities
laws and such statements and information are based upon current
expectations, which involve risks and uncertainties associated with
Medicago’s business and the environment in which the business operates.
Any statements contained herein that are not statements of historical
facts may be deemed to be forward-looking, including those identified
by the expressions “anticipate”, “believe”, “plan”, “estimate”,
“expect”, “intend”, and similar expressions to the extent they relate
to Medicago or its management. The forward-looking statements are not
historical facts, but reflect Medicago’s current expectations regarding
future results or events. These forward-looking statements are subject
to a number of risks and uncertainties that could cause actual results
or events to differ materially from current expectations, including the
matters discussed under “Risk Factors and Uncertainties” in Medicago’s
Annual Information Form filed on March 28, 2013, with the regulatory
authorities. Medicago assumes no obligation to update the
forward-looking statements, or to update the reasons why actual results
could differ from those reflected in the forward-looking statements.
SOURCE Medicago Inc.