WINNIPEG, Nov. 4, 2019 /CNW/ - Medicure Inc.
("Medicure" or the "Company") (TSXV:MPH, OTC:MCUJF), a
cardiovascular pharmaceutical company, today announced its
intention to commence a substantial issuer bid (the "Offer")
pursuant to which the Company will offer to purchase up to 4.0
million of its common shares (the "Common Shares") for cancellation
at a set purchase price of $6.50 per
Common Share for a total purchase price of up to $26.0 million in cash. The Offer will be funded
from the Company's existing cash on hand.
Details of the Offer, including instructions for tendering
Common Shares, will be included in the formal offer to purchase and
issuer bid circular, letter of transmittal and notice of guaranteed
delivery (collectively, the "Offer Documents"). The Offer Documents
are expected to be mailed to shareholders of the Company as of the
mailing date and filed with applicable Canadian and United States securities regulatory
authorities and made available on SEDAR at www.sedar.com and on
EDGAR at www.sec.gov within approximately one week.
The Offer will remain open for acceptance for 35 days from the
date of mailing, unless extended or withdrawn. The Company reserves
the right, subject to applicable laws, to withdraw or amend the
Offer if certain events occur. The Company has engaged
Computershare Trust Company of Canada to act as the depositary for the Offer.
The directors and officers of the Company have advised the Company
that they do not intend to tender any of their Common Shares
pursuant to the Offer.
The Company believes Medicure's underlying value and its
long-term growth prospects are not reflected in the recent trading
price of its Common Shares. As such, Medicure believes that the
purchase of Common Shares under the Offer represents a reasonable
use of a portion of its significant cash resources resulting from
the Company's successful purchase and subsequent sale of the
Apicore business.
During the ten months ended October 31,
2019, the closing prices of the Common Shares on the TSX
Venture Exchange ("TSXV") have ranged from a low of $3.00 to a high of $6.85. The closing price of the Common Shares on
the TSXV on November 1, 2019 (the
last full trading day before the date of this press release) was
$3.22. The purchase price of
$6.50 per Common Share represents a
101.9% premium over the closing price of the Common Shares on the
TSXV on November 1, 2019.
As of November 1, 2019, 14,804,013
Common Shares were issued and outstanding. The Offer will be for up
to 4.0 million Common Shares or approximately 27.0% of the total
number of Common Shares issued and outstanding.
The Offer will be optional for all shareholders, who are free to
choose whether to participate and how many Common Shares to tender.
Shareholders who do not deposit their Common Shares (or whose
Common Shares are not purchased under the Offer) will realize a
proportionate increase in their equity interest in the Company, to
the extent that Common Shares are purchased under the Offer.
If more than 4.0 million Common Shares are properly tendered to
the Offer, Medicure will take-up and pay for the tendered Common
Shares on a pro-rata basis according to the number of Common Shares
tendered (with adjustments to avoid the purchase of fractional
Common Shares). The Offer will not be conditional upon any minimum
number of Common Shares being tendered but will be subject to
various other conditions disclosed in the Offer Documents.
Neither the Company nor its board of directors makes any
recommendation to any shareholder whether to tender or refrain from
tendering Common Shares. Shareholders are strongly urged to read
and carefully evaluate all information in the Offer Documents and
should consult their own broker or other financial and tax advisors
prior to making any decision with respect to the Offer.
The Company has suspended its current normal course issuer bid
in connection with the commencement of the Offer and no subsequent
purchases will be completed under such normal course issuer bid
until the Offer is completed.
The Offer referred to in this press release has not yet
commenced. This press release is for informational purposes
only and does not constitute an offer to buy or the solicitation of
an offer to sell any securities in any jurisdiction.
About Medicure
Medicure is a pharmaceutical company focused on the development
and commercialization of therapies for the U.S. cardiovascular
market. The present focus of the Company is the marketing and
distribution of AGGRASTAT® (tirofiban
hydrochloride) injection, ZYPITAMAGTM (pitavastatin)
tablets and the ReDS™ device in the
United States, where they are sold through the Company's
U.S. subsidiary, Medicure Pharma Inc. For more information on
Medicure please visit www.medicure.com.
To be added to Medicure's e-mail list, please
visit:
http://medicure.mediaroom.com/alerts
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward Looking Information: Statements contained in this
press release that are not statements of historical fact,
including, without limitation, statements containing the words
"believes", "may", "plans", "will", "estimates", "continues",
"anticipates", "intends", "expects" and similar expressions, may
constitute "forward-looking information" within the meaning of
applicable Canadian and U.S. federal securities laws (such
forward-looking information and forward-looking statements are
hereinafter collectively referred to as "forward-looking
statements"). Forward-looking statements, include estimates,
analysis and opinions of management of the Company made in light of
its experience and its perception of trends, current conditions and
expected developments, as well as other factors which the Company
believes to be relevant and reasonable in the circumstances.
Inherent in forward-looking statements are known and unknown risks,
uncertainties and other factors beyond the Company's ability to
predict or control that may cause the actual results, events or
developments to be materially different from any future results,
events or developments expressed or implied by such forward-looking
statements, and as such, readers are cautioned not to place undue
reliance on forward-looking statements. Such risk factors include,
among others, the Company's future product revenues, stage of
development, additional capital requirements, risks associated with
the completion and timing of clinical trials and obtaining
regulatory approval to market the Company's products, the ability
to protect its intellectual property, dependence upon collaborative
partners, changes in government regulation or regulatory approval
processes, and rapid technological change in the industry. Such
statements are based on a number of assumptions which may prove to
be incorrect, including, but not limited to, assumptions about:
general business and economic conditions; the impact of changes in
Canadian-US dollar and other foreign exchange rates on the
Company's revenues, costs and results; the timing of the receipt of
regulatory and governmental approvals for the Company's research
and development projects; the availability of financing for the
Company's commercial operations and/or research and development
projects, or the availability of financing on reasonable terms;
results of current and future clinical trials; the uncertainties
associated with the acceptance and demand for new products and
market competition. The foregoing list of important factors and
assumptions is not exhaustive. The Company undertakes no obligation
to update publicly or otherwise revise any forward-looking
statements or the foregoing list of factors, other than as may be
required by applicable legislation. Additional discussion regarding
the risks and uncertainties relating to the Company and its
business can be found in the Company's other filings with the
applicable Canadian securities regulatory authorities or the US
Securities and Exchange Commission, and in the "Risk Factors"
section of its Form 20F for the year ended December 31, 2018.
View original
content:http://www.prnewswire.com/news-releases/medicure-announces-intention-to-commence-substantial-issuer-bid-300950481.html
SOURCE Medicure Inc.