Merus Labs International Inc. - Exhibit 99.1 - Filed by newsfilecorp.com
MERUS LABS INTERNATIONAL INC. OBTAINS INTERIM ORDER FOR PLAN
OF ARRANGEMENT
TORONTO, Ontario — June 1, 2017 — Merus Labs
International Inc. (TSX: MSL, NASDAQ: MSLI) (“Merus” or the
“Company”) announced today that it has obtained an interim order of the
Supreme Court of British Columbia. The interim order authorizes Merus to, among
other things, call a special meeting of the holders of common shares of Merus
(the “Special Meeting”) to consider and, if deemed advisable, pass a
special resolution approving the previously announced arrangement under the
Business Corporations Act (British Columbia) with Norgine B.V.
(“Norgine”).
The Special Meeting is to be held at 10:00 am (Toronto time) on
July 10, 2017 at the offices of Torys LLP at 33rd Floor, 79 Wellington Street
West, Toronto, Ontario.
Merus intends to mail the notice of special meeting and
management information circular, together with the letter of transmittal and
related proxy materials in respect of the Special Meeting to shareholders of
record on or about June 5, 2017.
The Arrangement
On May 11, 2017, Merus announced that it has entered into a
definitive agreement (the “Agreement”) with Norgine, pursuant to which
Norgine agreed to acquire all of the issued and outstanding common shares of
Merus (the “Shares”) by way of plan of arrangement under section 288 of
the Business Corporations Act (British Columbia) in an all cash
transaction (the “Transaction”) valued at approximately US$342 million.
The board of directors of Merus has unanimously approved the
Transaction and has determined that the Transaction is in the best interests of
the Company.
Transaction Details
Pursuant to the terms of the Agreement, holders of Shares will
be entitled to receive cash consideration equal to C$1.65 per Share. This
represents a premium of 63.4% to the closing price of C$1.01 on the TSX on May
10, 2017 and a premium of 55.1% over the 30-day volume weighted average price of
C$1.06 on the TSX. Upon completion of the Transaction, Merus will become a
wholly-owned subsidiary of Norgine.
Certain of the directors and officers of Merus, representing in
aggregate approximately 4.8% of the issued and outstanding Shares on a
non-diluted basis have entered into customary voting and support agreements,
pursuant to which they have agreed to vote their Shares in favor of the
Transaction.
The Transaction will require the approval of no less than
66⅔% of the votes cast at the Special Meeting. In addition to the approval of
Merus shareholders, closing of the Transaction is subject to the satisfaction of
certain closing conditions customary for transactions of this nature.
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Shareholder Voting
Registered shareholders as of the close of business on June 1,
2017 will be entitled to vote at the Special Meeting.
About Merus
Merus is a specialty pharmaceutical company focused on
acquiring and optimizing legacy and growth products. The Company leverages its
expertise and scalable platform across Europe, Canada and select other markets
to deliver value.
About Norgine
Norgine is a leading European specialist pharmaceutical company
with a direct commercial presence in all major European markets. In 2016,
Norgine’s total revenue was €368 million, including product sales, partnering
milestones and other income. Norgine employs over 1,000 people across its
commercial, development and manufacturing operations and manages all aspects of
product development, production, marketing, sale and supply. Norgine specialises
in gastroenterology, hepatology, cancer and supportive care. Norgine is
headquartered in the Netherlands. Norgine owns a R&D site in Hengoed, Wales
and two manufacturing sites in Hengoed, Wales and Dreux, France. For more
information, please visit www.norgine.com.
In 2012, Norgine established a complementary business Norgine
Ventures, supporting innovative healthcare companies through the provision of
debt-like financing in Europe and the US. For more information, please visit
www.norgineventures.com.
CONTACT:
For Further Information on Merus: Dr. Michael Bumby, CFO, T:
+1.905.726.0995, info@meruslabs.com, www.meruslabs.com;
For Further Information on Norgine: Christopher Bath, CFO, T:
+44(0)1895 453723; Media: Isabelle Jouin, T: +44 (0)1895 453643; Follow us
@norgine; www.norgine.com
