Report of Foreign Issuer (6-k)

Date : 12/31/2019 @ 10:03PM
Source : Edgar (US Regulatory)
Stock : Medicure Inc (PK) (MCUJF)
Quote : 1.17997  0.0 (0.00%) @ 1:10PM

Report of Foreign Issuer (6-k)

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2019

 

Commission File Number: 001-31995

 

MEDICURE INC.

(Translation of registrant's name into English)

 

2-1250 Waverley Street

Winnipeg, MB Canada R3T 6C6

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes o No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 8a72____.

 

 

 

  
 

 


 

EXHIBIT LIST

Exhibit Title
   
99.1 News Release dated December 31, 2019 - Early Warning News Release - Dr. Albert D. Friesen Holdings in Medicure Inc.
99.2 Early Warning Report dated December 31, 2019

 

 

 

 

  
 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Medicure Inc.
  (Registrant)
   
     
Date: December 31, 2019 By: /s/ Dr. Albert D. Friesen                           
  Dr. Albert D. Friesen
  Title: CEO

 

 



Exhibit 99.1

 

Early Warning News Release - Dr. Albert D. Friesen Holdings in Medicure Inc.

WINNIPEG, Dec. 31, 2019 /CNW/ - This press release is being issued in connection with the filing of an early warning report (the "Early Warning Report") pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues regarding the change in the ownership and control of common shares (the "Common Shares") of Medicure Inc. (the "Issuer") by Dr. Albert D. Friesen ("Dr. Friesen"). The Issuer's head office address and Dr. Friesen's business address is 2-1250 Waverley Street, Winnipeg, Manitoba, Canada, R3T 6C6.

On December 20, 2019, the Issuer announced the completion of its substantial issuer bid (the "Offer") pursuant to which the Issuer purchased for cancellation 4,000,000 of its outstanding Common Shares at a price of CDN$6.50 per Common Share.

On December 30, 2019, CentreStone Ventures Limited Partnership Fund ("CentreStone") disposed of a total of 42,128 Common Shares (representing 0.3% of the issued and outstanding Common Shares before giving effect to the Offer) under the Offer at a price of CDN$6.50 per Common Share, or CDN$273,832 in the aggregate. Dr. Friesen is the Chief Executive Officer of CentreStone Ventures Inc., the general partner of CentreStone and therefore has direction over, but not ownership of, the Common Shares disposed of by CentreStone under the Offer.

No other Common Shares owned, directly or indirectly, or controlled or directed by Dr. Friesen were otherwise tendered or disposed of under the Offer.

Immediately prior to the completion of the Offer, Dr. Friesen had ownership of, directly and indirectly, or exercised control or direction over, 2,375,355 Common Shares (representing 16.0% of the issued and outstanding Common Shares before giving effect to the Offer).

Immediately after completion of the Offer, Dr. Friesen has ownership of, directly and indirectly, or exercises control or direction over, 2,333,227 Common Shares (representing 21.6% of the issued and outstanding Common Shares after giving effect to the Offer).

Dr. Friesen also holds options entitling him to purchase an aggregate of 565,500 Common Shares upon exercise of the options, resulting in Dr. Friesen having ownership of, directly and indirectly, or exercising control or direction over 2,898,727 Common Shares representing 22.1% of the issued and outstanding Common Shares on a diluted basis.

Dr. Friesen holds securities of the Issuer for investment purposes and does not have any current intentions to increase or decrease his beneficial ownership or control or direction over any additional securities of the Issuer. Dr. Friesen may, from time to time and depending on market and other conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Issuer in the open market or otherwise, and reserves the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.

The Early Warning Report will be filed by Dr. Friesen in accordance with applicable securities laws. To obtain a copy of the Early Warning Report, please contact Medicure Inc. at 204-487-7412, 2-1250 Waverley Street, Winnipeg, Manitoba, Canada, R3T 6C6, Email: info@medicure.com.

View original content:http://www.prnewswire.com/news-releases/early-warning-news-release--dr-albert-d-friesen-holdings-in-medicure-inc-300980049.html

SOURCE Medicure Inc.

 

View original content: http://www.newswire.ca/en/releases/archive/December2019/31/c4144.html

%CIK: 0001133519

CO: Medicure Inc.

CNW 08:30e 31-DEC-19



Exhibit 99.2

 

FORM 62-103F1

REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS

Item 1 - Security and Reporting Issuer

1.1State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

This report relates to the common shares (“Common Shares”) in the capital of:

 

Medicure Inc. (the “Issuer”)
2-1250 Waverley Street
Winnipeg, Manitoba

Canada, R3T 6C6

 

1.2State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

Not applicable.

Item 2 - Identity of the Acquiror

2.1State the name and address of the acquiror.

Dr. Albert D. Friesen

c/o Medicure Inc.

2-1250 Waverley Street
Winnipeg, Manitoba

Canada, R3T 6C6

 

2.2State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

On December 20, 2019, the Issuer announced the completion of its substantial issuer bid (the “Offer”) pursuant to which the Issuer purchased for cancellation 4,000,000 of its outstanding Common Shares at a price of CDN$6.50 per Common Share. CentreStone Ventures Limited Partnership Fund (“CentreStone”) disposed of on December 30, 2019 a total of 42,128 Common Shares (representing 0.3% of the issued and outstanding Common Shares before giving effect to the Offer) under the Offer at a price of CDN$6.50 per Common Share, or CDN$273,832 in the aggregate. Dr. Friesen is the Chief Executive Officer of CentreStone Ventures Inc., the general partner of CentreStone and therefore has direction over, but not ownership of, the Common Shares disposed of by CentreStone under the Offer. No other Common Shares owned, directly or indirectly, or controlled or directed by Dr. Friesen were otherwise tendered or disposed of under the Offer.

 

2.3State the names of any joint actors.

Not applicable

Item 3 - Interest in Securities of the Reporting Issuer

3.1State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’s securityholding percentage in the class of securities.

See Item 2.2 above.

 

3.2State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.

See Item 2.2 above.

3.3If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

 

3.4State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

 

Immediately prior to the completion of the Offer, Dr. Friesen had ownership of, directly and indirectly, or exercised control or direction over, 2,375,355 Common Shares (representing 16.0% of the issued and outstanding Common Shares before giving effect to the Offer).

 

Immediately after completion of the Offer, Dr. Friesen has ownership of, directly and indirectly, or exercises control or direction over, 2,333,227 Common Shares (representing 21.6% of the issued and outstanding Common Shares after giving effect to the Offer).

 

Dr. Friesen also holds options entitling him to purchase an aggregate of 565,500 Common Shares upon exercise of the options, resulting in Dr. Friesen having ownership of, directly and indirectly, or exercising control or direction over 2,898,727 Common Shares representing 22.1% of the issued and outstanding Common Shares on a diluted basis.

 

 

 

3.5State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which

 

(a)the acquiror, either alone or together with any joint actors, has ownership and control,

 

See Items 2.2 and 3.4 above.

 

(b)the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

 

Not applicable.

 

(c)the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

 

See Items 2.2 and 3.4 above.

 

3.6If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

 

Not applicable.

 

3.7If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

 

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

 

Not applicable.

 

 

 

3.8If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

 

Not applicable.

 

Item 4 - Consideration Paid

 

4.1State the value, in Canadian dollars, of any consideration paid or received per security and in total.

 

See Item 2.2 above.

 

4.2In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

 

See Item 2.2 above.

 

4.3If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

 

See Item 2.2 above.

 

Item 5 - Purpose of the Transaction

 

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

 

(a)the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
(b)a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
(c)a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
(d)a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

 

 

 

(e)a material change in the present capitalization or dividend policy of the reporting issuer;
(f)a material change in the reporting issuer’s business or corporate structure;
(g)a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
(h)a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
(i)the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

(j)        a solicitation of proxies from securityholders;

(k)       an action similar to any of those enumerated above.

 

The acquiror holds securities of the Issuer for investment purposes and does not have any current intentions to increase or decrease his beneficial ownership or control or direction over any additional securities of the Issuer. The acquiror may, from time to time and depending on market and other conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Issuer in the open market or otherwise, and reserves the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.

Item 6 - Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

 

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

 

Not applicable.

 

 

Item 7 - Change in Material Fact

 

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

 

Not applicable.

 

Item 8 - Exemption

 

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

 

Not applicable.

 

Item 9 - Certification

 

Certificate

 

The undersigned, as the acquiror, certifies to the best of his knowledge, information and belief, that the statements made in this report are true and complete in every respect.

 

Dated this 31st day of December, 2019.

 

Dr. Albert D. Friesen
 
“Dr. Albert D. Friesen”



This regulatory filing also includes additional resources:
ex991.pdf

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