QUEBEC CITY, Aug. 19, 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
Institutional Shareholder Services, Inc. ("ISS") and Glass, Lewis &
Co., LLC ("Glass Lewis"), two leading independent proxy firms have both recommended that
Medicago shareholders vote FOR the proposed acquisition by 9284-9686
Québec Inc. (the "Purchaser"), a wholly owned subsidiary of Mitsubishi Tanabe Pharma Corporation ("MTPC"), of all 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, pursuant to the
terms of a plan of arrangement involving Medicago, MTPC, and the
Purchaser (the "Arrangement").
ISS and Glass Lewis also both recommended, should the Arrangement not be
completed, the issuance of up to 16,463,415 common shares of Medicago
at a price of $0.82 per common share in order for Medicago to repay
interim funding to be made available to it by MTPC in certain
circumstances (the "Funding Arrangement").
ISS summarized its recommendation FOR the Arrangement as follows: "A
vote FOR is warranted based on a review of the terms of the transaction
and, in particular, the adequate premium to minority shareholders, the
favourable market reactions and no significantly noted governance
Glass Lewis summarized its recommendation FOR the Arrangement as
follows: "In light of the company's small size, early stage and need
for additional liquidity and capital to continue its operations beyond
the next six months, and the risks of Medicago continuing on a
stand-alone basis, we believe the proposed all-cash buyout is the best
alternative for unaffiliated shareholders at this time. In our opinion,
the purchase price represents a fair and acceptable value at which
shareholders can exit their investment in the company at a premium and
immediately realize such value. Based on these factors, along with the
unanimous support of the board, we believe the proposed acquisition is
in the best interests of shareholders. Accordingly, we recommend that
shareholders vote FOR this proposal."
The meeting of the shareholders of Medicago (the "Meeting") to consider the proposed Arrangement 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,
The Board of Directors of Medicago unanimously recommends that
shareholders of Medicago vote in favour of the Arrangement and in
favour of the Funding Arrangement.
Your vote is important regardless of the number of common shares of
Medicago 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.
Shareholders are urged to carefully review the management information
circular of Medicago dated July 31, 2013 and accompanying materials as
they contain important information regarding the Arrangement and its
consequences to shareholders of Medicago.
The Arrangement is subject to the approval of 66 2/3% of the votes cast
by all shareholders of Medicago 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 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
around mid-September 2013.
How to Vote
Due to essence of time, Shareholders are urged to vote today using the
Shareholders who have physical certificates representing Medicago shares
may vote by telephone or via the Internet. To vote by telephone call
1-866-732-8683 from a touch tone phone. When prompted, enter your
Control Number listed on the proxy and follow the voting instructions.
To vote via the Internet, go to www.investorvote.com and enter your Control Number listed on the proxy and follow the voting
instructions on the screen. If you vote by telephone or via the
Internet, do not complete or return the form of proxy.
Shareholders who hold their shares through a broker or other
intermediary may vote via the internet at www.proxyvote.com or following the other instructions found on the voting instruction
Shareholders who have questions or need any additional information
should contact their professional advisors or you may contact Laurel
Hill Advisory Group, Medicago's proxy solicitation agent, toll-free at
1-877-452-7184 (416-304-0211 collect) or by email at email@example.com.
ISS is Canada's leading independent proxy advisory firm and the leading
authority on proxy voting and corporate governance issues in Canada
with over 1,700 clients. ISS has been providing advisory and voting
services to leading pension funds, investment managers, mutual funds
and other institutional shareholders since 1987.
About Glass, Lewis & Co.
Founded in 2003, Glass, Lewis & Co. is a leading U.S., independent,
governance analysis and proxy voting firm, serving institutional
investors globally that collectively manage more than US$15 trillion in
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.