Mitsubishi Tanabe Pharma acquires Medicago

The privatization of Medicago Inc. (TSX: MDG) by Mitsubishi Tanabe Pharma Corporation (TSE: 4508) (MTPC) and Philip Morris Investments B.V. (PMI), an affiliate of Philip Morris International Inc. (NYSE/Euronext Paris: PM) (PMI), for a total enterprise value of $357 million, was completed on September 18, 2013.

Medicago, headquartered in Quebec, 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 pharmaceutical products.

PMI is a leading international tobacco company.

A subsidiary of MTPC, 9284-9686 Québec Inc., acquired, for a consideration of $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 per cent) and PMI (40 per cent). 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.

Medicago was represented by McCarthy Tétrault LLP with a team led by Philippe Leclerc that included Charles-Antoine Soulière, Myreille Gilbert, Graham Gow (business law), Véronique Wattiez Larose (intellectual property), Christian Meighen and Annie Mailhot-Gamelin (tax); Madeleine Renaud (regulatory), Jean Lortie and Pascale De Meyer (litigation) and Pierre Jolin (labour). Paul, Weiss, Rifkind, Wharton & Garrison LLP was US counsel to Medicago with a team of Adam Givertz (corporate) and Richard Elliott (counsel) and David Mayo and Jenna Harris (tax).

MTPC was represented by Stikeman Elliott LLP with a team led by Steeve Robitaille that included Gayle Noble, Maxime Turcotte, Andrea Cleven, David Tardif, Alexandra Tremblay and Vincent Laurin (M&A/securities); Jonathan Auerbach (intellectual property), Franco Gadoury, Dominic Bédard-Lapointe (tax), Michel Gélinas, Paul Beaudry (regulatory) and Marc-André Coulombe and Frédéric Paré (litigation). Ropes & Gray LLP assisted the acquiror with IP and regulatory matters.

PMI was represented by Heenan Blaikie LLP with a team led by Bruno Caron and Frank Picciola that included Anthony Penhale (securities), Manon Thivierge (tax), Bill Mayo (IP), Adam Goodman (regulatory matters), Stéphanie Normandin and Gregory McLean. PMI was represented in-house by a team led by Hugues DuBois.

Medicago's financial adviser, TD Securities Inc., was represented by Chris Hewat and Lindsay Hooper of Blake, Cassels & Graydon LLP.


Franco Gadoury Bruno Caron Madeleine Renaud Andrea Cleven Marc-André Coulombe Philippe Leclerc Adam Goodman Pierre Jolin Gayle Noble Jean Lortie Paul Beaudry Frédéric Paré Frank L. Picciola Manon Thivierge Annie Mailhot-Gamelin Steeve Robitaille Christopher A. Hewat Christian Meighen Charles-Antoine Soulière Anthony Penhale Véronique Wattiez Larose Maxime Turcotte Bill Mayo Jonathan N. Auerbach David A. Tardif Michel Gélinas


McCarthy Tétrault LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Stikeman Elliott LLP Ropes & Gray LLP Blake, Cassels & Graydon LLP