OSAKA, Japan and QUEBEC CITY, Canada, Sept. 18, 2013 /CNW/ - 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
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.
For further information:
President and CEO
(418) 658-9393 ext.156
For inquiries regarding Mitsubishi Tanabe Pharma Corporation:
Mitsubishi Tanabe Pharma Corporation
Corporate Communications Department