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Transaction/Case Details

Medicago completes C$357 million sale to Mitsubishi Tanabe Pharma

DATE CLOSED

September 18, 2013

BUSINESS SECTOR

Pharmaceutical / Bio Life Sciences

LEAD OFFICE

Quebec

VALUE

357 Million CAD


OVERVIEW

The privatization of Medicago Inc. (Medicago) by Mitsubishi Tanabe Pharma Corporation (MTPC) and Philip Morris Investments B.V. (PMI), an affiliate of Philip Morris International Inc. (PMI), for a total enterprise value of C$357 million, was completed on September 18, 2013.

Medicago, headquartered in Québec, Canada, is a clinical-stage biopharmaceutical company developing novel vaccines and therapeutic proteins to address a broad range of infectious diseases.

MTPC, headquartered in Osaka, Japan, is a research-driven pharmaceutical company, specializing in research, development and marketing of globally competitive pharmaceutical products.

PMI is the leading international tobacco company, with seven of the world’s top 15 international brands, including Marlboro, the number one cigarette brand worldwide.

9284-9686 Québec Inc., a subsidiary of MTPC, acquired, for a consideration of C$1.16 per common share in cash, all of the outstanding common shares of Medicago, other than the common shares held by MTPC and PMI , pursuant to the terms of an arrangement agreement. As a result, Medicago has become jointly owned by MTPC (60%) and PMI (40%). PMI, MTPC and 9284-9686 Québec Inc. entered into a joint venture and unanimous shareholders agreement with respect to the governance of Medicago going forward.

McCarthy Tétrault LLP represented Medicago as target. The team was led by Philippe Leclerc and Véronique Wattiez Larose, and consisted of Jean Lortie (litigation), Pierre Jolin (labour and employment), Graham P.C. Gow, Myreille Gilbert, Charles-Antoine Soulière (corporate M&A), Christian Meighen (tax), and Madeleine Renaud (competition).

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