Vaccine developer Medicago Inc. is being acquired by Japan's Mitsubishi Tanabe Pharma in a friendly transaction valued at $357-million.
Medicago announced Friday that Mitsubishi Tanabe has agreed to pay $1.16 in cash for each of the company's outstanding shares other than those indirectly held by Philip Morris International Inc.
Quebec-based Medicago says the deal represents a 22.1-per-cent premium to Thursday's closing price of 95 cents per share on the Toronto Stock Exchange and an almost 47 per cent premium over the company's 30-day, volume-weighted average of 79 cents.
After the transaction, MTPC would own 60 per cent of Medicago and Philip Morris International 40 per cent.
Directors of Medicago have unanimously recommended acceptance of the deal and the company's principal shareholder – with 38.5 per cent of all outstanding shares – has agreed to tender to the deal, as have directors and company officers holding an additional 1.6 per cent.
Terms of the agreement give Mitsubishi Tanabe a right to match any superior offer and there is a two-way break fee of $9.25-million payable by either partner under certain circumstances. Medicago could also receive up to $1.5-million for expenses if certain regulatory approvals are not obtained.
The arrangement is subject to the approval by two-thirds of all votes cast and by holders of more than 50 per cent of minority shareholders.
Medicago president and CEO Andy Sheldon described Mitsubishi Tanabe as a top-30 global pharmaceutical company and a solid partner of the company in the past.
"Mitsubishi Tanabe Pharma's capabilities in biopharmaceutical research, development, and commercialization along with its financial stability offer us the ideal opportunity to realize the full potential of our platform," Sheldon said.
"These resources provide us the ability to foster the development of innovative vaccines with the financial stability to expand our Quebec, Canadian, U.S. and global operations."
Medicago is a clinical-stage biopharmaceutical company developing vaccines and therapeutic proteins based on proprietary manufacturing technologies and virus-like particles to address a broad range of infectious diseases worldwide.
Mitsubishi Tanabe is a research-driven pharmaceutical company specializing in research, development and marketing of products focused on the field of autoimmune disease, diabetes and kidney disease, and CNS disease.