QUEBEC CITY, Aug. 29, 2013 /PRNewswire/ - 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
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.