Date: 2017-07-17
Type of information: Company acquisition
Acquired company: Merus Labs International (Canada)
Acquiring company: Norgine (The Netherlands)
Amount: C$342 million
Terms:
- • On July 17, 2017, Norgine and Merus announced the closing of the plan of arrangement under the Business Corporations Act (British Columbia). As a result of the transaction, Norgine acquires a product portfolio of 12 established products which are sold across Europe and in other selected markets. The fiscal year 2016 sales of Merus’ products were C$ 111.4 million. Merus, which has approximately 22 employees, becomes a wholly-owned subsidiary of Norgine.
- Pursuant to the Arrangement, Norgine acquired all of the issued and outstanding common shares of Merus and shareholders of Merus received cash consideration equal to C$1.65 per Share for a total consideration of approximately C$342 million. Under the Arrangement each outstanding option to purchase Shares and each outstanding performance share unit ) 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 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.
- • On July 12, 2017, Merus announced that the Supreme Court of British Columbia has issued a final order approving the proposed transaction pursuant to which Norgine agreed to acquire all of the issued and outstanding common shares of Merus by way of a plan of arrangement. Completion of the Arrangement remains conditional on certain closing conditions customary for transactions of this nature. Subject to the satisfaction or waiver of all closing conditions, it is anticipated that the Arrangement will be completed on July 17, 2017.
- • On July 10, 2017, Merus announced that at a special meeting of shareholders, Merus shareholders voted in favour of the proposed transaction pursuant to which Norgine agreed to acquire all of the issued and outstanding common shares of Merus by way of a plan of arrangement. The arrangement was approved by approximately 99.79% of the votes cast by all of the Merus shareholders eligible to vote at the Meeting. Completion of the Arrangement remains conditional on approval by the Supreme Court of British Columbia and certain other closing conditions customary for transactions of this nature. Subject to obtaining such court approval and the satisfaction or waiver of all other closing conditions, it is anticipated that the Arrangement will be completed on or about July 17, 2017.
- • On May 11, 2017, Merus Labs International announced
that they have entered into a definitive agreement under which Norgine will acquire all of the issued and outstanding common shares of Merus for $1.65 per share in cash
including the assumption of all debt obligations, for a total enterprise value of approximately $342 million. The transaction will be financed through a combination of available cash and new credit facilities that Norgine has secured prior to executing the Arrangement. The transaction price of $1.65 per share represents a premium of 63.4% to the closing price of $1.01 on the TSX on May 10, 2017 and a premium of 55.1% over the 30-day volume weighted average price of $1.06 on the TSX. Rothschild & Co. is acting as financial advisor and Torys is acting as legal counsel to Merus. RBC Capital Markets is acting as financial advisor and Stikeman Elliott is acting as legal counsel to Norgine.
Details:
- 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. As a result of the transaction, Norgine acquires a product portfolio of 12 established products including Sintrom®, Emeselex®, Elantan®, Isoket®, Deponit®, Salagen®, and Estraderm® which are sold across Europe and in other selected markets and Vancocin® which is sold in Canada.
Related:
Is general: Yes
