VANCOUVER, Dec. 21, 2011 /CNW/ - Merus Labs International Inc. ("Old
Merus") and Envoy Capital Group Inc. ("Envoy") [TSX: ECG] [NASDAQ:
ECGI] are pleased to announce the completion of their amalgamation,
which formed a new company named "Merus Labs International Inc."
("Merus") pursuant to the definitive arrangement agreement announced on
November 11, 2011 and plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").
In connection with the closing of the Arrangement, Envoy closed its
private placement (the "Private Placement") of 4,196,500 units of Envoy
(each, an "Envoy Unit") at a price per Envoy Unit of $2.00 for total
gross proceeds of $8,393,000. As a result of the Arrangement, each
Envoy Unit consists of one common share of Merus (each, a "Merus
Share") and one half of one warrant (each whole warrant, a "Warrant")
of Merus, which entitles the holder to purchase an additional Merus
Share at an exercise price of $3.00 per Merus Share at any time until
December 2, 2014; however, if the closing price of the Merus Shares on
the Toronto Stock Exchange (the "TSX") exceed $4.00 for 20 consecutive
trading days at any time, the term of the Warrants may be accelerated
to the date which is 30 calendar days following the date a press
release is issued announcing the reduced term of the Warrants. Envoy
also issued 197,700 compensation options (each, a "Compensation
Option") as a finder's fee. Each Compensation Option entitles its
holders to purchase one Envoy Unit until December 2, 2014 at an
exercise price of $2.00 per Envoy Unit.
"We are very pleased with the completion of the amalgamation with Envoy.
Merus will now continue to grow our specialty pharma business with a
much stronger balance sheet that has no long term debt and in excess of
$10 million in cash. We anticipate significant organic and acquisition
based growth in 2012." said Ahmad Doroudian, President and CEO of
Please see Merus' news releases dated November 11, 2011 and December 8,
2011 for additional details regarding the Arrangement and Private
The Merus Shares are anticipated to commence trading on the TSX at the
opening of the market on Thursday December 22, 2011 under the trading
symbol "MSL" and on NASDAQ at the opening of the market on Thursday
December 22, 2011 under the trading symbol "MSLI". Envoy's common
shares will continue to trade on the TSX until the Merus Shares are
listed on the TSX. While Envoy's common shares will continue to trade,
they will only entitle the holder to Merus Shares. In anticipation of
the listing of the Merus Shares on the TSX and NASDAQ, the common
shares of Old Merus have been delisted from the CNSX.
In addition, Envoy today released its financial results for the 2011
fiscal year. These financial results do not include the financial
results of Old Merus and reflect the financial results of Envoy prior
to the amalgamation with Old Merus and should not be taken as
indicative of Merus' financial results going forward. For the year
ended September 30, 2011, Envoy incurred a net loss of ($7.5) million
compared to a net loss of ($4.1) million for the year ended September
30, 2010. On a fully diluted per share basis the net loss for fiscal
year 2011 was ($0.93) per share compared to ($0.50) in fiscal 2010.
Excluding discontinued operations and restructuring costs, the net loss
for the year ended September 30, 2011 was ($0.7) million, compared to a
net loss of ($1.9) million for the year ended September 30, 2010. The
per-share calculations are based on fully diluted, weighted average
shares outstanding of approximately 8.0 million for both the current
and prior year.
The Merus Shares are deemed registered under Section 12(b) of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act")
pursuant to Rule 12g-3(a) of the Exchange Act as Merus is the successor
issuer to Envoy under Rule 12g-3.
This press release may contain forward-looking statements that involve
risks and uncertainties, such as statements relating to the anticipated
trading date on the TSX for Merus Shares, the growth of the speciality
pharma business and that Merus anticipates significant organic and
acquisition growth in 2012. While these forward-looking statements, and
any assumptions upon which they are based, are made in good faith and
reflect Merus' current judgment, actual results will almost always vary
as a result of various factors, including, but not limited to, any
delay in the listing of the Merus Shares on the TSX, the inability to
growth the speciality pharma business, and the inability of Merus to
grow either organically or by acquisitions. Except as required by
applicable law, Merus does not intend to update any of the
forward-looking statements so as to conform these statements to actual
results. Investors should refer to the risks disclosed in the Merus'
reports filed from time to time with securities regulatory authorities.
SOURCE Merus Labs International Inc.
For further information:
about Merus, please contact:
President & Chief Executive Officer