Cambridge Antibody Technology, a U.K. biotechnology company, announced on January 17, 2002 its intention to bid for all the shares of Drug Royalty Corporation Inc. using a share exchange formula that would result in the target’s shareholders receiving Cambridge LSE-listed shares or NASDAQ-listed ADSs having an approximate value of $126 million. The target’s two principal shareholders, MDS Capital and Canadian Medical Discoveries Fund Inc., have agreed to tender their shares. A special committee of the target’s board recommended the offer. The transaction includes a deal protection measure that gives Cambridge the right to terminate its royalty payment obligations to the target in the event of a sale to a competing bidder.
Cambridge was represented by in-house counsel Diane Mellett, and by Osler, Hoskin & Harcourt LLP. The Oslers team was led by John Kazanjian and included Mark Trachuk, Doug Marshall, Dana Di Bartolo and Mary Abbott (corporate and securities), Monica Biringer (tax) and Ingrid VanderElst (biotechnology). Richard Steinberg, Scott Conover, Elizabeth Johnson, Nigel Johnston, Janice Javier and Kevin Pillay of Fasken Martineau DuMoulin LLP represented the target, and Bruce Blain represented the principal shareholders. Ed Waitzer and Rob Nicholls of Stikeman Elliott acted for the special committee.