Medicago entered M&A deals with Mitsubishi Tanabe Pharma whereby Mitsubishi Tanabe Pharma will acquire all of the issued and outstanding common shares of Medicago.
Mitsubishi Tanabe Pharma will acquire all shares other than the Shares currently held by Philip Morris Investments an affiliate of Philip Morris International and Mitsubishi Tanabe Pharma, for $1.16 in cash per Share.
Upon completion of the M&A deals transaction, Medicago will be jointly owned by Mitsubishi Tanabe Pharma (60%) and PMI (40%).
The Purchase Price of the M&A deals represents a premium of approximately 22.1% to the closing price of $0.95 per Share on the TSX on July 11, 2013 and a premium of approximately 46.8% and 61.1% over the 30-day and 90-day volume weighted average prices of $0.79 and $0.72 per Share on the TSX, respectively, up to and including July 11, 2013.
The M&A deals transaction represents a total enterprise value of approximately $357 million, including the assumption of existing indebtedness, for 100% of Medicago.
Mitsubishi Tanabe Pharma has agreed to pay Medicago a termination fee of $9.25 million if the transaction is not completed as a result of a breach of representations or covenants by Mitsubishi Tanabe Pharma, as part of the M&A deals
Mitsubishi Tanabe Pharma has also agreed to reimburse Medicago's expenses related to the transaction, up to an amount of $1,500,000, in the event the transaction does not close as a result of certain regulatory approvals not being obtained, as part of the M&A deals.
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