- Acquisition with Significant Premium to Merus
Shareholders
- Arrangement Affords Opportunity to Realize Immediate and
Certain Fair Cash Value for Shares
TORONTO, June 5, 2017 /CNW/ - Merus Labs International
Inc. (TSX: MSL, NASDAQ: MSLI) ("Merus" or the
"Company") is pleased to announce today that it has
filed on SEDAR and mailed to Merus shareholders
("Shareholders") the notice of special meeting, management
information circular (the "Circular"), letter of transmittal
and related proxy materials in respect of the Company's special
meeting of Shareholders (the "Special Meeting") to be
held at 10:00 am (Toronto time) on July
10, 2017 at the offices of Torys LLP, 33rd Floor, 79
Wellington Street West, Toronto,
Ontario.
At the Special Meeting, Shareholders will be asked to approve
the Company's previously announced transaction with Norgine B.V.
("Norgine"), whereby Norgine will acquire all of the issued
and outstanding common shares of Merus (the "Shares") by way
of a statutory plan of arrangement under the Business
Corporations Act (British
Columbia) (the "Arrangement") as described in the
News Release of Merus dated May 11,
2017. Assuming the Arrangement becomes effective, each
Shareholder will receive cash consideration of C$1.65 for each Share held.
Some Benefits to Shareholders:
Premium to Shareholders – The consideration of
C$1.65 per Share to be received by
Shareholders under the Arrangement represents a premium of
approximately 63.4% based on the pre-announcement closing price of
the Shares on the TSX and 58.8% on the NASDAQ.
Realize Immediate Value – The consideration being offered
to Shareholders under the Arrangement is all cash, which allows
Shareholders to immediately realize value for all of their
investment and provides certainty of value and immediate
liquidity.
Certainty of Closing – The conditions of the Arrangement
are not conditional upon financing or due diligence and Norgine has
sufficient means to complete the Arrangement in accordance with its
terms.
Support Agreements – Certain directors and officers of
Merus, who hold approximately 4.8% of the outstanding Shares have
entered into lock-up agreements with Norgine to vote in favour of
the Arrangement.
The Merus Board of Directors UNANIMOUSLY
recommends that Shareholders vote
FOR the
Arrangement.
Shareholder Voting
A proxy form or voting instruction form will accompany the
Meeting materials you receive by mail.
Instructions on how to vote
Securityholders are encouraged to vote before 10:00 am (Toronto time) on July
6, 2017, using the internet, telephone or facsimile.
Registered Shareholders
Registered Shareholders as of the close of business on
June 1, 2017 will be entitled to vote
at the Special Meeting.
Registered Shareholders may vote in person at the Meeting, by
mail or by:
- Internet: vote online at www.investorvote.com using the
control number located on your proxy;
- Telephone: 1-866-734-VOTE(8683), toll free in Canada and United
States; or
- Fax: 1-866-249-7775, toll free in Canada and United
States; or 416-263-9524 for calls outside of Canada and the
United States.
Beneficial Shareholders
Beneficial Shareholders who hold Merus Shares through a
bank, broker or other intermediary will have different voting
instructions and should carefully follow the voting instructions
provided to them on the voting instruction form included in the
meeting materials they receive.
For more information, please contact Laurel Hill Advisory Group
at 1-877-452-7184 (toll-free), 416-304-0211 (collect calls outside
of North America) or
assistance@laurelhill.com.
Shareholders are urged to carefully review the Circular and
accompanying materials as they contain important information
regarding the Arrangement and its consequences to
Shareholders. Full details of the Arrangement are included in
the Circular, which is available under Merus' profile at
www.sedar.com.
About Merus
Merus is a specialty pharmaceutical company focused on acquiring
and optimizing legacy and growth products. The Company leverages
its expertise and scalable platform across Europe, Canada and select other markets to deliver
value.
About Norgine
Norgine is a leading European specialist pharmaceutical company
with a direct commercial presence in all major European markets. In
2016, Norgine's total revenue was €368 million, including product
sales, partnering milestones and other income. Norgine employs over
1,000 people across its commercial, development and manufacturing
operations and manages all aspects of product development,
production, marketing, sale and supply. Norgine specialises in
gastroenterology, hepatology, cancer and supportive care. Norgine
is headquartered in the
Netherlands. Norgine owns a R&D site in Hengoed,
Wales and two manufacturing sites
in Hengoed, Wales and Dreux,
France. For more information,
please visit www.norgine.com.
In 2012, Norgine established a complementary business Norgine
Ventures, supporting innovative healthcare companies through the
provision of debt-like financing in Europe and the US. For more information,
please visit www.norgineventures.com.
SOURCE Merus Labs Inc.