Transaction|July 17, 2017

Norgine completes acquisition of Merus Labs

Torys acted as counsel to Merus with a team led by John Emanoilidis and that included Matthew Atkey, Frazer House and Owen Payne (M&A), Tom Zverina (banking), Lynne Lacoursière (employment), Jerald Wortsman, David Mattingly and Andrew Wong (tax), Andrew Gray (litigation), Omar Wakil (competition), Cheryl Reicin and Teresa Reguly (intellectual property and regulatory), Mile Kurta and Jason Zhou (U.S. securities).

On July 17, 2017, Norgine B.V. ("Norgine") and Merus Labs International Inc. ("Merus") announced the closing of the plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which, Norgine acquired all of the issued and outstanding common shares of Merus and shareholders of Merus received cash consideration equal to C$1.65 per share for a total consideration of approximately C$342 million. The issuance of the final order of the Supreme Court of British Columbia was announced on July 12, 2017.

As a result of the transaction, Norgine acquires a product portfolio of 12 established products including SINTROM®, EMSELEX®, ELANTAN®, ISOKET®, DEPONIT®, SALAGEN®, and ESTRADERM® which are sold across Europe and in other selected markets and VANCOCIN® which is sold in Canada.

Merus intends to delist its shares from the Toronto Stock Exchange ("TSX") and NASDAQ, to submit an application to cease to be a reporting issuer in Canada and the United States and to otherwise terminate its public reporting requirements as soon as possible. All of the issued and outstanding series A preferred shares in the capital of Merus will be redeemed effective August 2, 2017.

Merus is a specialty pharmaceutical company focused on acquiring and optimizing legacy and growth products.

Norgine is a leading European specialist pharmaceutical company with a direct commercial presence in all major European markets.

Further information can be found on Canada Newswire's website.