UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2017
Commission File No. 00-30082
MERUS LABS INTERNATIONAL
INC.
(Translation of registrant's name into English)
100 Wellington St. West, Suite 2110 P.O. Box
151
Toronto, ON M5K 1H1
(Address of principal
executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F
Form 20-F
[ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
SUBMITTED HEREWITH
| Exhibits | |
| 99.1 | News release dated July 10, 2017 re: Merus Labs International Inc. Shareholders Approve Plan of Arrangement with Norgine B.V. |
| 99.2 | Report of Voting Results |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: July 10, 2017 | |
| MERUS LABS INTERNATIONAL INC. | |
| /s/ Dr. Michael Bumby | |
| Dr. Michael Bumby | |
| Chief Financial Officer |
Merus Labs International Inc. Shareholders Approve Plan Of Arrangement with Norgine B.V.
TORONTO, Ontario, AMSTERDAM, The Netherlands — July 10, 2017 — Merus Labs International Inc. (TSX: MSL, NASDAQ: MSLI) (“Merus” or the “Company”) announced that at a special meeting of shareholders held earlier today (the “Meeting”), Merus shareholders voted in favour of the proposed transaction pursuant to which Norgine B.V. (“Norgine”) agreed to acquire all of the issued and outstanding common shares of Merus by way of a plan of arrangement (the “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.
Barry Fishman, CEO at Merus says: “We are very pleased with the outcome of the vote and the corresponding positive recommendation from Merus shareholders. We believe that the Arrangement represents the best way forward for Merus and we look forward to working with Norgine to implement a smooth integration.”
Peter Stein, CEO at Norgine says: “We welcome the positive recommendation from Merus shareholders. This is a transformative acquisition for Norgine as we continue to drive our European strategy forward in order to deliver profitable growth and create a dynamic and sustainable business in the long term.”
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.
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.
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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
MERUS LABS INTERNATIONAL INC.
(THE “CORPORATION”)
REPORT OF VOTING RESULTS
(Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations)
This report discloses the matter voted upon and the outcome of the votes at the special meeting of shareholders of the Corporation held on July 10, 2017 (the “Meeting”). The matter is described in greater detail in the management information circular of the Corporation dated June 1, 2017 (the “Circular”) mailed to shareholders prior to the Meeting.
Arrangement Resolution
On a vote conducted by way of ballot, the special resolution (the “Arrangement Resolution”), the full text of which is attached as Appendix “B” to the Circular, approving an arrangement pursuant to section 288 of the Business Corporations Act (British Columbia) pursuant to which Norgine B.V. will acquire all of the issued and outstanding common shares of the Corporation, was adopted by not less than two-thirds of the votes cast by the shareholders of the Corporation who voted in respect of that resolution at the Meeting in person or by proxy.
Shareholders present in person or represented by proxy at the Meeting voted as follows:
| Votes for | % of votes cast for |
Votes |
% of votes cast against | |
| Arrangement Resolution | 74,689,536 | 99.78% | 160,935 | 0.22% |
| DATED July 10, 2017. | |||
| MERUS LABS INTERNATIONAL INC. | |||
| By: | “Barry Fishman” | ||
| Name: | Barry Fishman | ||
| Title: | Chief Executive Officer | ||