Norgine BV completes acquisition of Merus Labs International Inc.

Norgine BV ( " Norgine ") and Merus Labs International Inc. ( TSX : MSL , NASDAQ : MSLI ) ( " Merus " or the " Compa pany ") are pleased to announce the closing of a plan of arrangement under the Business Corporations Act ( British Columbia ) (the " A sane ").Norgine and Merus previously announced the signing of the agreement with respect to the Agreement in a press release issued on May 11, 2017 and the issuance of the final order of the Supreme Court of British Columbia in relation to the Agreement in a press release issued on July 12, 2017.

As a result of the transaction, Norgine acquires a portfolio of 12 established products including SINTROM ® , EMSELEX ® , ELANTAN ® , ISOKET ® , DEPONIT ® , SALAGEN ® , and ESTRADERM ® which are sold in Europe and other selected markets and VANCOCIN ® that is sold in Canada.
Sales of fiscal year 2016 of products of Merus were of 111.4 million Canadian dollars.

The acquisition strengthens Norgine's position as a leading European specialist pharmaceutical company and continues to develop its target business by focusing on specialty care products in a wide range of therapeutic areas.

Merus, which has approximately 22 employees, becomes a subsidiary owned by Norgine. 

Peter Stein , CEO of Norgine said: " We welcome the Merus team to Norgine. We will ensure that patients continue to receive these very important products through our European infrastructure." This transaction increases Norgine's scale and profitability by contributing To strengthen the business and attract new opportunities in the future. "

Under the Agreement, Norgine acquired all of the issued and outstanding common shares of Merus (" Shares ") and the shareholders of Merus (" Shareholders ") received cash remuneration equal to $ 1.65 per share " Remuneration ") for a total amount of approximately CAD 342 million. Under the Agreement, each exceptional option to purchase shares (each a " Merus Option ") and each performance share unit (each, a " Merus PSU ") were delivered to Merus as part of the Settlement in exchange for payment I) each holder of Merus options, with respect to each Merus option held, an equal amount, Subject to withholding tax when applicable, US $ 1.65 less the applicable price for the year in respect of that Merus option, and (ii) to each Merus PSU holder, in respect of each Merus PSU subject to withholding tax When applicable, US $ 1.65. Immediately prior to the Settlement, Norgine had no Shares.

Merus intends to stop listing the shares of the Toronto Stock Exchange (" TSX ") and NASDAQ, to file an application to stop being an issuer reporting in Canada and the United States and otherwise terminate its listing requirements. Public presentation as soon as possible after that. All Series A shares issued and outstanding in the capital of Merus will be amortized on August 2, 2017.

Registered Shareholders are reminded that in order to receive the Remuneration of their shares, they must complete and sign the letter of transmittal and deliver it, together with certificates representing their shares and other required documents, to the depositary, Computershare Investor Services Inc. (" Depositing Io "), according to the instructions specified in the Merus management letter and the Merus management information circular dated June 1, 2017, copies of which are currently available in the Merus profile at http: //www.sedar .com .

Shareholders whose shares are registered in the name of a broker, investment dealer, bank, trustee, depositary or other nominee must contact that candidate to determine how the nominee will deliver the shares to the Depositary in return for consideration Under the agreement.

A near Merus  
Merus is a specialty pharmaceutical company focused on the acquisition and optimization of legacy and growth products. The company leverages its experience and scalable platform in Europe, Canada and selects other markets to deliver value. The current headquarters of the company is located at 100 Wellington Street West, Suite 2110, PO Box 151, Toronto, Ontario M5K 1H1
A near Norgine   
Norgine is a leading European specialized pharmaceutical company with a direct commercial presence in the main European markets. In 2016, Norgine's total revenues were € 368 million, including sales of products, partnerships and other revenues. Norgine has over 1,000 people through its business operations, development and manufacturing and manages all aspects of product development, production, marketing, sales and supply. Norgine is a specialist in gastroenterology, hepatology, cancer and palliative care. The headquarters of Norgine is located at Hogehilweg 7, 1101 CA Amsterdam Zuid Oost, The Netherlands. Norgine owns an R & D site in Hengoed, Wales and two manufacturing plants in Hengoed, Wales and Dreux, France.

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