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Dacha announces investment agreement with Merus Labs International Inc.

TORONTO , June 10, 2014 /CNW/ - Dacha Strategic Metals Inc. (TSX-V: DSM) ("Dacha") announ...

articleKoryx Copper S.a.June 10, 20145/company/koryx-copper-inc/news/dacha-announces-investment-agreement-with-merus-labs-international-inc
Dacha announces investment agreement with Merus Labs International Inc.

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[{"type":"text","content":"\n\nTORONTO, June 10, 2014 /CNW/ - Dacha Strategic Metals Inc. (TSX-V: DSM) (\"Dacha\") announced today that it has entered into a letter agreement with Merus Labs International Inc. (\"Merus\") (TSX: MSL, NASDAQ: MSLI) pursuant to which Dacha will invest a minimum of $11 million in Merus in exchange for common shares of Merus (the \"Merus Shares\"). \n\nMerus is a specialty pharmaceutical company engaged in the acquisition and licensing of pharmaceutical products. Merus utilizes its expertise in pharmaceutical markets and its access to capital to acquire and license niche branded products. Merus further enhances the sale and distribution of these products by the introduction of a focused marketing and promotion plan.\n\nDacha is an investment company whose objective is to enhance shareholder value over the long term.\n\nUpon completion of this investment, Dacha intends to distribute the Merus Shares, which would then represent substantially all of Dacha's assets, to its shareholders with a view to ultimately winding up its operations. This would involve, among other things, delisting Dacha's shares from the TSX Venture Exchange and Dacha ceasing to be a reporting issuer.\n\nTransaction Details\n\nThe letter agreement contemplates that Dacha's investment in Merus will be completed by Merus acquiring from Dacha, in exchange for Merus Shares, a new subsidiary (\"Newco\") to be incorporated by Dacha and to which Dacha will contribute a minimum of $11 million cash by way of equity subscriptions (the \"Newco Acquisition\"). Merus has also granted Dacha certain equity participation rights.  The required minimum cash contribution to Newco will be reduced by the amount of any equity securities of Merus purchased by Dacha under the equity participation rights. \n\nThe price at which the Merus Shares will be issued to Dacha in connection with the Newco Acquisition will be $1.70 per share (the \"Merus Share Price\"), subject to adjustment in certain circumstances. The number of Merus Shares to be issued to Dacha pursuant to the Newco Acquisition will equal Newco's cash at closing divided by the Merus Share Price.  \n\nIn connection with the Newco Acquisition, Merus has agreed to pay Dacha a transaction structuring fee equal to 3.5% of the aggregate value of the Merus Shares issued in connection with the Newco Acquisition.  M...

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