Withdrawal of Registration Statement (rw)
July 17 2017 - 5:21PM
Edgar (US Regulatory)
July 17, 2017
|
|
VIA EDGAR
|
Securities and Exchange Commission
|
Division of Corporation Finance
|
100 F Street, NE
|
Washington, D.C. 20549
|
Re: Merus Labs International Inc. Application for Withdrawal
of Registration Statement on Form F-10, File No. 333-205589
Ladies and Gentlemen:
Pursuant to Rule 477 (
Rule
477
) under the Securities Act of 1933, as amended (the
Securities
Act
), Merus Labs International Inc., a corporation organized under the laws
of British Columbia, Canada (the
Company
), hereby respectfully requests
that its Registration Statement on Form F-10 (File No. 333-205589), originally
filed with the Securities and Exchange Commission on July 9, 2015, as amended on
November 3, 2015, and declared effective on November 5, 2015, together with all
exhibits thereto (collectively, the
Registration Statement
), be
withdrawn, with such withdrawal to be effective as of the date hereof or as soon
as practicable hereafter, on the grounds that such withdrawal is consistent with
the public interest and the protection of investors as contemplated by paragraph
(a) of Rule 477.
The Company requests that the
Registration Statement be withdrawn in connection with the previously announced
acquisition of the Company by Norgine B.V. pursuant to plan of arrangement under
the
Business Corporations Act
(British Columbia). In connection
therewith, the NASDAQ filed on July 17, 2017 a Form 25 to delist the Companys
shares from the NASDAQ, and the Company intends to deregister its shares under
the Securities Exchange Act of 1934 (as amended, the
Exchange Act
) and
to suspend its reporting obligations under the Exchange Act. The Company did not
issue or sell any of its securities pursuant to the Registration Statement.
Please forward copies of the
order consenting to withdrawal of the Registration Statement to the undersigned
at 100 Wellington Street West, Suite 2110, P.O. Box 151, Toronto, Ontario M5K
1H1, Canada.
If you have any questions
regarding the foregoing application for withdrawal, please telephone Mile T.
Kurta of Torys LLP, counsel to the Company, at (212) 880-6363.
Yours truly,
|
MERUS LABS
INTERNATIONAL INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Bumby
|
|
|
Name: Michael Bumby
|
|
|
Title: Chief Financial Officer
|