TORONTO, March 13, 2017 /PRNewswire/ - Merus Labs
International Inc. ("Merus" or the "Company") [TSX:
MSL, NASDAQ: MSLI] announces that the board of directors of the
Company has approved minor amendments to its stock option plan (the
"Plan"). The amendments have been proposed to address
issues raised by Institutional Shareholder Services ("ISS")
in the course of its review of the matters to be voted on at the
upcoming annual and special meeting of the shareholders of Merus to
be held on March 21, 2017 (the
"AGM"). The changes to the Plan address what the
Company understands were the "overriding factors" that resulted in
ISS issuing a negative recommendation on approval of the
continuation of the Plan. The amendments to the Plan also address
certain "housekeeping" changes requested by the TSX.
The amendments to the Plan to address the ISS recommendations
will:
- add an annual limit for grants of options under the Plan
("Options") to each non-employee director of Merus of
$100,000 in grant date fair value,
and an aggregate limit of $150,000
with respect to all grants and awards under the Company's share
compensation plans (which include the Plan and the Company's 2015
Performance Share Unit Plan);
- extend the prohibition on reduction in the exercise price of
Options to all participants in the Plan (not just insiders);
and
- impose the requirement of shareholder approval for any changes
to the Plan that would:
- result in any reduction in the exercise price of an Option,
cancellation and reissue of Options, or a substitution of Options
with cash or other awards on terms that are more favourable to any
optionee under the Plan;
- any extension to the term of any Option beyond the original
expiry date of the Option or any amendment that may allow for the
expiry date of an Option to be greater than the maximum term
currently permitted under Plan;
- any amendment that would permit transfers or assignments of
options by an optionee, or exercises of Options by persons other
than an optionee, beyond the permitted transfers, assignments and
exercises currently contemplated under the Plan for limited estate
and estate planning purposes; or
- remove or increase the compensation limits for non-employee
directors described above;
The amendments to the Plan to address the TSX administrative
changes will:
- clarify that the limit on the number of shares that may be
issued as a result of Options under the Plan that is equal to 10%
of the issued and outstanding shares of the Company is a combined
limit that includes all shares that are subject to grants under the
Plan and the Company's other compensation arrangements, including
the Company's 2015 Performance Share Unit Plan, and
- confirm that the extension of expiry dates of Options that fall
within a black out or shortly following expiry of a black out
period is mandatory, and not at the discretion of the compensation
committee of the directors of the Company.
The amendments to the Plan are not expected to substantively
impact on the Company's compensation practices moving
forward. Merus has made the amendments in recognition that
such changes bring the Plan into closer alignment with the latest
corporate governance best practices for a company of the size and
development of Merus.
The amendments to the Plan have been approved by the Board and
will be put forward to shareholders for their approval at the AGM.
Shareholders may view a copy of the proposed updated Plan at
the Company's website at "www.meruslabs.com" on the "Investors"
page under "Annual Meeting".
About Merus Labs
Merus Labs is a specialty pharmaceutical company focused on
acquiring and optimizing established and growth products. The
Company leverages its expertise and commercial platform in
Europe, Canada and select other markets to deliver
value.
Forward-Looking Statements
Certain statements contained in this press release may
constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities legislation. Forward-looking
statements include statements relating to approval of the Plan at
the AGM, the Company's future business and operating plans,
including potential changes to capital structure, product
acquisitions or prospective corporate transactions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Company's actual
results to be materially different from any future results
expressed or implied by these statements. Such factors include the
following: general economic and business conditions, changes in
demand for Merus' products, changes in competition, the
ability of Merus to integrate acquisitions or complete
future acquisitions, Merus' ability to complete any financing,
interest rate fluctuations, currency exchange rate fluctuations,
dependence upon and availability of qualified personnel and changes
in government regulation. Investors should refer to the Company's
MD&A, Annual Information Form and Annual Report on 40-F for the
year ended September 30, 2016 for a
more comprehensive discussion of the risks that are material to the
Company and its business. These forward-looking statements speak
only as of the date of this press release, and Merus undertakes no
obligation to update or revise the statements.
SOURCE Merus Labs Inc.