Medicago Shareholders Approve Arrangement with Mitsubishi Tanabe Pharma Corporation
QUEBEC CITY, Aug. 29, 2013 /CNW/ - Medicago Inc. (TSX: MDG; OTCQX: MDCGF) ("Medicago" or the "Company"), a biopharmaceutical company focused on developing highly effective and competitive vaccines based on proprietary manufacturing technologies and Virus-Like Particles (VLPs), during today's special meeting of shareholders of Medicago (the "Meeting"), is pleased to annouce that its shareholders have approved the resolution authorizing the previously announced plan of arrangement (the "Arrangement") involving the Company, Mitsubishi Tanabe Pharma Corporation (the "MTPC") and 9284-9686 Québec Inc. (the "Purchaser"), a wholly-owned subsidiary of MTPC.
The Arrangement resolution required the approval of 66 2/3% of the votes cast by shareholders of Medicago and of the simple majority of the votes cast by shareholders of Medicago excluding MTPC, Philip Morris Investments B.V. ("PMI") and any of their respective affiliates in each case present in person or represented by proxy at the Meeting. Shareholders of Medicago representing 83.6% of all issued and outstanding shares of Medicago were present or represented by proxy at the Meeting.
The Arrangement resolution was approved by 97.5% of the shareholders of Medicago and by 94.8% of the shareholders of Medicago, excluding MTPC, PMI, and their respective affiliates, present in person or represented by proxy at the Meeting.
In addition, a resolution related to the Interim Funding Arrangement was approved by 98.5% of the shareholders of Medicago and by 98.4% of the shareholders of Medicago excluding MTPC and its affiliates. For additional details on the Interim Funding Arrangement, please refer to the company's Information Circular dated July 31, 2013 (the "Circular") available on SEDAR at www.sedar.com.
Under the Arrangement, the Purchaser will acquire all of the issued and outstanding common shares of the Company not held by MTPC and PMI for a cash consideration of $1.16 per common share, all as more particularly described in the Circular. In addition, holders of warrants and options will each receive a cash payment equal to the difference between $1.16 and the exercise price of each warrant or option. Completion of the Arrangement remains subject to, among other things, the final approval of the Superior Court of Quebec. The hearing for the final court order to approve the Arrangement is scheduled to take place on September 4, 2013 in Quebec City. Assuming that all regulatory approvals are obtained, Medicago currently anticipates the closing of the Arrangement to occur around mid-September 2013.
Further details regarding the Arrangement are set out in the press release dated July 12, 2013 and in the Circular, copies of which are available under the corporate profile of the Company on SEDAR at www.sedar.com and on the Company's website at www.medicago.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 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.
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