MTPC to Acquire Medicago for $357 Million


announces agreement to be acquired by Mitsubishi Tanabe Pharma in a transaction valued at $ 357M


QUÉBEC CITY, July 12, 2013 /PRNewswire/ – Medicago Inc. (TSX: MDG; OTCQX: MDCGF), a biopharmaceutical company focused on developing highly effective and competitive vaccines based on proprietary manufacturing technologies and Virus-Like Particles (VLPs), announced today that it has entered into a definitive arrangement agreement with Mitsubishi Tanabe Pharma Corporation (“Mitsubishi Tanabe Pharma” or “”) whereby will all of the issued and outstanding common shares (“Shares”) of Medicago, other than the Shares currently held by Philip Morris Investments B.V. (“PMI”) an affiliate of Philip Morris International Inc. and MTPC, for $ 1.16 in cash per Share (the “Purchase Price”).  Upon completion of the transaction, Medicago will be jointly owned by MTPC (60%) and PMI (40%).

The Purchase Price represents a premium of approximately 22.1% to the closing price of $ 0.95 per Share on the TSX on July 11, 2013 and a premium of approximately 46.8% and 61.1% over the 30-day and 90-day volume weighted average prices of $ 0.79 and $ 0.72 per Share on the TSX, respectively, up to and including July 11, 2013.  The transaction represents a total enterprise value of approximately $ 357 , including the assumption of existing indebtedness, for 100% of Medicago.

The transaction has been approved unanimously by the Board of Directors of Medicago following the unanimous recommendation of a Special Committee of Independent Directors. The

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