IAnthus Capital Holdings, Inc. entered into an agreement to acquire MPX Bioceutical Corporation for approximately CAD 520 million.
The transaction is subject to approval of at least 66 2/3% of the votes cast by MPX shareholders at a special meeting expected to take place on January 15, 2019. Closing remains subject to court approval, the approval of the CSE, limitation to dissenters' rights, approval of new shares on the exchange, antitrust approval, applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. The Board of Directors of both iAnthus and MPX, have unanimously approved the transaction. Directors and officers of iAnthus and MPX have entered into support agreements pursuant to which they have agreed to vote their shares in favour of the agreement. The Board of Directors of MPX has acted on the unanimous recommendation of the special committee comprised solely of independent Directors. As of December 10, 2018, MPX was granted an interim order from the Supreme Court of British Columbia authorizing various matters, including the holding of a special meeting of MPX security-holders to consider the merger. As of December 20, 2018, the transaction got antitrust approval. As of January 15, 2019, the shareholders of MPX Bioceutical Corporation approved the deal. As of January 18, 2019, the transaction was approved by the Supreme Court of British Columbia. The acquisition is expected to be completed in January 2019. As of December 12, 2018, the deal is expected to close on January 30, 2019. As of January 31, 2019, the transaction is expected to close on or before February 5, 2019.
GMP Securities L.P. acted as exclusive financial advisor and fairness opinion provider to the Board of Directors of iAnthus. James Munro and Paul Barbeau of McMillan LLP acted as legal advisors to the iAnthus. Echelon acted as the exclusive financial advisor and fairness opinion provider to the special committee of the Board of Directors of MPX. Jay C. Kellerman, Amanda Linett, Marshall Eidinger and Martyna Wolska, John Lorito and Lindsay Gwyer, Larry Cobb, Neil Shapiro, Alexa Peng, Nancy Ramalho, Lucy Carruthers, Allyson Marta, Michael Kilby, Ryan Sheahan, Mohamed Abdel Hadi, Jenna Glicksman, Brett Zeggil and Malcom Peck McQueen of Stikeman Elliott LLP acted as legal advisors to MPX Bioceutical in the transaction. Computershare Trust Company of Canada and AST Trust Company (Canada) acted as transfer agent to MPX Bioceutical. Laurel Hill Advisory Group, LLC acted as information agent and will be paid a fee of CAD 40,000.