Acquisition to contribute product sales
from 2017 and benefit Norgine's growth strategy
TORONTO and AMSTERDAM,
The Netherlands, July 17, 2017 /CNW/ - Norgine B.V.
("Norgine") and Merus Labs International Inc.
(TSX: MSL, NASDAQ:
MSLI) ("Merus" or the "Company") are
pleased to announce the closing of the plan of arrangement under
the Business Corporations Act (British Columbia) (the "Arrangement").
Norgine and Merus previously announced the signing of the
arrangement agreement in respect of the Arrangement in a press
release issued on May 11, 2017 and
the issuance of the final order of the Supreme Court of
British Columbia in respect of the
Arrangement in a press release issued on July 12, 2017.
As a result of the transaction, Norgine acquires a product
portfolio of 12 established products including SINTROM®,
EMSELEX®, ELANTAN®, ISOKET®,
DEPONIT®, SALAGEN®, and ESTRADERM®
which are sold across Europe and
in other selected markets and VANCOCIN® which is sold in
Canada.
The fiscal year 2016 sales of Merus' products were C$ 111.4 million.
The acquisition strengthens Norgine's position as a leading
European specialist pharma company and continues its targeted
business development focusing on specialist care products in a
broad range of therapeutic areas.
Merus, which has approximately 22 employees, becomes a
wholly-owned subsidiary of Norgine.
Peter Stein, the chief executive
officer of Norgine says: "We welcome the Merus team to Norgine. We
will ensure that patients continue to receive these very important
products through our European infrastructure. This transaction
increases Norgine's scale and profitability, helping to strengthen
the business and attract new opportunities in the future."
Pursuant to the Arrangement, Norgine acquired all of the issued
and outstanding common shares of Merus ("Shares") and
shareholders of Merus ("Shareholders") received cash
consideration equal to C$1.65 per
Share (the "Consideration") for a total consideration of
approximately C$342 million. Under
the Arrangement each outstanding option to purchase Shares (each, a
"Merus Option") and each outstanding performance share unit
(each, a "Merus PSU") was surrendered to Merus as part of
the Arrangement in exchange for payment (i) to each holder of Merus
Options, in respect of each Merus Option held, an amount equal to,
subject to withholding taxes where applicable, C$1.65 less the applicable exercise price in
respect of such Merus Option, and (ii) to each holder of Merus
PSUs, in respect of each Merus PSU, subject to withholding taxes
where applicable, C$1.65. Immediately
prior to the Arrangement, Norgine did not hold any Shares.
Merus intends to delist the Shares from the Toronto Stock
Exchange ("TSX") and NASDAQ, to submit an application to
cease to be a reporting issuer in Canada and the
United States and to otherwise terminate its public
reporting requirements as soon as possible thereafter. All of the
issued and outstanding series A preferred shares in the capital of
Merus will be redeemed effective August 2,
2017.
Registered Shareholders are reminded that, in order to receive
the Consideration for their Shares, they must complete and sign the
letter of transmittal and deliver it, together with certificates
representing their Shares and the other required documents, to the
depositary, Computershare Investor Services Inc.
("Depositary"), in accordance with the instructions
specified in the letter of transmittal and the management
information circular of Merus dated June 1,
2017, copies of which are currently available on Merus'
profile at www.sedar.com.
Beneficial owners of Shares whose Shares are registered in the
name of a broker, investment dealer, bank, trust company,
depositary or other nominee should contact that nominee to
determine how the nominee will arrange to have the Shares delivered
to the Depositary in exchange for Consideration under the
Arrangement.
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. The Company's current head office is located at 100
Wellington Street West, Suite 2110, P.O. Box 151, Toronto, Ontario M5K 1H1.
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's
headquarters is located at Hogehilweg 7, 1101 CA Amsterdam Zuid
Oost, 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.