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QUEBEC CITY, Nov. 19 /CNW/ - Medicago Inc. ("Medicago" or the "Company") (TSX-V: MDG), a biotechnology company focused on developing highly effective and affordable vaccines based on proprietary manufacturing technologies and Virus-Like Particles (VLPs), today announced that it has filed a final short form prospectus with the securities regulatory authorities in the provinces of Québec, Ontario, Alberta, Saskatchewan and British Columbia in connection with the previously announced bought deal financing (the "Offering") with Paradigm Capital Inc., as lead underwriter, together with Bloom Burton & Co. and Dundee Securities Corporation (collectively, the "Underwriters"). A total of 14,000,000 subscription receipts (the "Subscription Receipts") will be issued at a price of C
.72 per Subscription Receipt. Each Subscription Receipt will represent the right to receive one unit (a "Unit") of Medicago, without any additional consideration, consisting in one common share in the share capital of Medicago (a "Common Share") and one half of one Common Share purchase warrant (each, a "Warrant"). Each whole Warrant will be exercisable at a price of C$1.00 for a period of 12 months from the closing date of the Offering.
The proceeds from the Offering will be used to support the implementation of the Company's business plan, namely the continued clinical development of the Company's plant manufactured Influenza VLP vaccines and for general corporate and working capital purposes.
The Underwriters will have an option, exercisable at any time until up to 30 days following the closing of the Offering, to purchase an additional number of Units (the "Over-allotment Option") to cover over-allotments and for market stabilization purposes. Moreover, the Company has granted the Underwriters a compensation option (the "Compensation Option") to purchase a number of Units representing up to 7% of the total number of Units sold under this Offering, including any Units pursuant to the Over-allotment Option.
As previously announced, Medicago is a party to a Representation Right and Preemptive Right Agreement made as of October 21, 2009, with Philip Morris Participations B.V ("PMP"), and available on SEDAR (the "Preemptive Right Agreement"), under which Medicago may not issue securities or right to acquire securities without offering PMP or its affiliate to acquire such securities in order to preserve PMP's proportionate entitlement in the Company. On November 6, 2009, Medicago notified PMP of the Offering and offered to subscribe to Units pursuant to the Preemptive Right Agreement. In accordance with the Preemptive Right Agreement, PMP has until December 14, 2009, being 25 business days from the date of Medicago's notice, to accept the offer, failing which PMP shall be deemed to have waived its preemptive right.
The TSX Venture Exchange has conditionally approved the listing of the Common Shares and the Warrants, subject to Medicago fulfilling all the requirements of the Exchange. The Offering is subject to normal regulatory approvals and is expected to close on or about November 27, 2009.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Medicago
Medicago is committed to provide highly effective and affordable vaccines based on proprietary Virus-Like Particle (VLP) and manufacturing technologies. Medicago is developing VLP vaccines to protect against H5N1 pandemic influenza, using a transient expression system which produces recombinant vaccine antigens in non-transgenic plants. This technology has potential to offer advantages of speed and cost over competitive technologies. It could deliver a vaccine for testing in about a month after the identification and reception of genetic sequences from a pandemic strain. This production time frame has the potential to allow vaccination of the population before the first wave of a pandemic strikes and to supply large volumes of vaccine antigens to the world market. Additional information about Medicago is available at www.medicago.com.
Forward Looking Statements
This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with Medicago's business and the environment in which the Company operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to Medicago or its management. The forward-looking statements are not historical facts, but reflect Medicago's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks Factors and Uncertainties" in Medicago's Annual Information Form filed on March 25, 2009 with the regulatory authorities. Medicago assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
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