Philip Morris International Inc. (NYSE / Euronext Paris: PM) announced today that Philip Morris Investments B.V. (PM Investments), an affiliate of PMI, entered into a Funding and Cooperation Agreement with Mitsubishi Tanabe Pharma Corporation (MTPC), a Japanese pharmaceutical company, to privatize Medicago Inc. (Medicago). If the proposed privatization is completed, the Canadian biopharmaceutical company will be de-listed from the Toronto Stock Exchange.
Under this agreement, both PM Investments and MTPC agreed to:
(i) cooperate with respect to the privatization of Medicago;
(ii) provide, on a pro rata basis, funds to effect the proposed privatization;
(iii) certain governance arrangements if the proposed privatization is completed; and
(iv) not pursue an acquisition of Medicago, other than pursuant to the Funding and Cooperation Agreement, during the term of the Funding and Cooperation Agreement.
The Funding and Cooperation agreement is terminable on the earliest of the closing of the proposed privatization, by mutual agreement in writing of both PM Investments and MTPC but at the latest on April 12, 2014. MTPC concurrently entered today into a separate agreement with Medicago providing for the proposed privatization.
PM Investments currently holds 98,608,800 common shares representing 38.5% of all of the issued and outstanding common shares of Medicago, when calculated on a non-fully diluted basis.
MTPC advised PM Investments that it is the beneficial owner of 15,385,000 common shares of Medicago, which represents 6.0% of all of the issued and outstanding common shares of Medicago, when calculated on a non-fully diluted basis.
After the privatization, Medicago will be owned 40% by PM Investments and 60% by MTPC.
Each common share of Medicago entitles the holder thereof to one vote. Accordingly, in the aggregate, PM Investments and MTPC beneficially own 113,993,800 common shares of Medicago, representing 44.5% of the votes attaching to the issued common shares of Medicago in the aggregate.