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, 2013.
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 firstname.lastname@example.org.
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 at http://www.mt-pharma.co.jp/e.
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.