Medicago, Inc. Announces Leading Independent Proxy Firms Recommend Voting in Favour of the Arrangement With Mitsubishi Tanabe Pharma Corporation
Published: Aug 20, 2013
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 concerns."
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, 2013.
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 email@example.com.
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 methods below.
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 form.
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 firstname.lastname@example.org.
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 assets.
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.
SOURCE Medicago Inc.
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