UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2019
Commission File Number: 001-31995
MEDICURE
INC.
(Translation of registrant's name into English)
2-1250 Waverley Street
Winnipeg, MB Canada R3T 6C6
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F o
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant
by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes o
No x
If “Yes” is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b): 8a72____.
EXHIBIT
LIST
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Medicure Inc. |
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(Registrant) |
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| Date: December 31, 2019 |
By: |
/s/ Dr. Albert D. Friesen |
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Dr. Albert D. Friesen |
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Title: CEO |
Exhibit 99.1
Early Warning News Release - Dr. Albert
D. Friesen Holdings in Medicure Inc.
WINNIPEG, Dec. 31, 2019 /CNW/ - This press
release is being issued in connection with the filing of an early warning report (the "Early Warning Report")
pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider
Reporting Issues regarding the change in the ownership and control of common shares (the "Common Shares")
of Medicure Inc. (the "Issuer") by Dr. Albert D. Friesen ("Dr. Friesen"). The Issuer's head office
address and Dr. Friesen's business address is 2-1250 Waverley Street, Winnipeg, Manitoba, Canada, R3T 6C6.
On December 20, 2019, the Issuer announced
the completion of its substantial issuer bid (the "Offer") pursuant to which the Issuer purchased for cancellation
4,000,000 of its outstanding Common Shares at a price of CDN$6.50 per Common Share.
On December 30, 2019, CentreStone Ventures
Limited Partnership Fund ("CentreStone") disposed of a total of 42,128 Common Shares (representing 0.3% of the
issued and outstanding Common Shares before giving effect to the Offer) under the Offer at a price of CDN$6.50 per Common Share,
or CDN$273,832 in the aggregate. Dr. Friesen is the Chief Executive Officer of CentreStone Ventures Inc., the general partner
of CentreStone and therefore has direction over, but not ownership of, the Common Shares disposed of by CentreStone under the Offer.
No other Common Shares owned, directly or indirectly,
or controlled or directed by Dr. Friesen were otherwise tendered or disposed of under the Offer.
Immediately prior to the completion of the
Offer, Dr. Friesen had ownership of, directly and indirectly, or exercised control or direction over, 2,375,355 Common Shares (representing
16.0% of the issued and outstanding Common Shares before giving effect to the Offer).
Immediately after completion of the Offer,
Dr. Friesen has ownership of, directly and indirectly, or exercises control or direction over, 2,333,227 Common Shares (representing
21.6% of the issued and outstanding Common Shares after giving effect to the Offer).
Dr. Friesen also holds options entitling him
to purchase an aggregate of 565,500 Common Shares upon exercise of the options, resulting in Dr. Friesen having ownership of, directly
and indirectly, or exercising control or direction over 2,898,727 Common Shares representing 22.1% of the issued and outstanding
Common Shares on a diluted basis.
Dr. Friesen holds securities of the Issuer
for investment purposes and does not have any current intentions to increase or decrease his beneficial ownership or control or
direction over any additional securities of the Issuer. Dr. Friesen may, from time to time and depending on market and other conditions,
acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Issuer in the open market
or otherwise, and reserves the right to dispose of any or all of the securities in the open market or otherwise at any time and
from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions,
the business and prospects of the Issuer and other relevant factors.
The Early Warning Report will be filed by Dr.
Friesen in accordance with applicable securities laws. To obtain a copy of the Early Warning Report, please contact Medicure Inc.
at 204-487-7412, 2-1250 Waverley Street, Winnipeg, Manitoba, Canada, R3T 6C6, Email: info@medicure.com.
View original content:http://www.prnewswire.com/news-releases/early-warning-news-release--dr-albert-d-friesen-holdings-in-medicure-inc-300980049.html
SOURCE Medicure Inc.
View original content: http://www.newswire.ca/en/releases/archive/December2019/31/c4144.html
%CIK: 0001133519
CO: Medicure Inc.
CNW 08:30e 31-DEC-19
Exhibit 99.2
FORM 62-103F1
REQUIRED DISCLOSURE UNDER THE EARLY
WARNING REQUIREMENTS
Item 1 - Security and Reporting Issuer
| 1.1 | State the designation of securities to which this report relates and the name and address of the
head office of the issuer of the securities. |
This
report
relates
to the common shares (“Common
Shares”) in the capital
of:
Medicure
Inc. (the “Issuer”)
2-1250 Waverley Street
Winnipeg, Manitoba
Canada, R3T 6C6
| 1.2 | State the name of the market in which the transaction or other occurrence that triggered the requirement
to file this report took place. |
Not applicable.
Item 2 - Identity of the Acquiror
| 2.1 | State the name and address of the acquiror. |
Dr. Albert D. Friesen
c/o Medicure Inc.
2-1250 Waverley Street
Winnipeg, Manitoba
Canada, R3T 6C6
| 2.2 | State the date of the transaction or other occurrence that triggered the requirement to file this
report and briefly describe the transaction or other occurrence. |
On December 20, 2019, the Issuer
announced the completion of its substantial issuer bid (the “Offer”) pursuant to which the Issuer purchased
for cancellation 4,000,000 of its outstanding Common Shares at a price of CDN$6.50 per Common Share. CentreStone Ventures Limited
Partnership Fund (“CentreStone”) disposed of on December 30, 2019 a total of 42,128 Common Shares (representing
0.3% of the issued and outstanding Common Shares before giving effect to the Offer) under the Offer at a price of CDN$6.50 per
Common Share, or CDN$273,832 in the aggregate. Dr. Friesen is the Chief Executive Officer of CentreStone Ventures Inc., the general
partner of CentreStone and therefore has direction over, but not ownership of, the Common Shares disposed of by CentreStone under
the Offer. No other Common Shares owned, directly or indirectly, or controlled or directed by Dr. Friesen were otherwise tendered
or disposed of under the Offer.
| 2.3 | State the names of any joint actors. |
Not applicable
Item 3 - Interest in Securities of
the Reporting Issuer
| 3.1 | State the designation and number or principal amount of securities acquired or disposed of that
triggered the requirement to file the report and the change in the acquiror’s securityholding percentage in the class of
securities. |
See
Item 2.2 above.
| 3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control
over, the securities that triggered the requirement to file the report. |
See
Item 2.2 above.
| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
Not applicable.
| 3.4 | State the designation and number or principal amount of securities and the acquiror’s securityholding
percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement
to file this report. |
Immediately prior to the completion
of the Offer, Dr. Friesen had ownership of, directly and indirectly, or exercised control or direction over, 2,375,355 Common Shares
(representing 16.0% of the issued and outstanding Common Shares before giving effect to the Offer).
Immediately after completion of the
Offer, Dr. Friesen has ownership of, directly and indirectly, or exercises control or direction over, 2,333,227 Common Shares (representing
21.6% of the issued and outstanding Common Shares after giving effect to the Offer).
Dr. Friesen also holds options entitling
him to purchase an aggregate of 565,500 Common Shares upon exercise of the options, resulting in Dr. Friesen having ownership of,
directly and indirectly, or exercising control or direction over 2,898,727 Common Shares representing 22.1% of the issued and outstanding
Common Shares on a diluted basis.
| 3.5 | State the designation and number or principal amount of securities and the acquiror’s securityholding
percentage in the class of securities referred to in Item 3.4 over which |
| (a) | the acquiror, either alone or together with any joint actors, has ownership and control, |
See
Items 2.2 and 3.4 above.
| (b) | the acquiror, either alone or together with any joint actors, has ownership but control is held
by persons or companies other than the acquiror or any joint actor, and |
Not applicable.
| (c) | the acquiror, either alone or together with any joint actors, has exclusive or shared control but
does not have ownership. |
See
Items 2.2 and 3.4 above.
| 3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation associated
with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required
under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings. |
Not applicable.
| 3.7 | If the acquiror or any of its joint actors is a party to a securities lending arrangement involving
a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of
the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right
to recall the securities or identical securities that have been transferred or lent under the arrangement. |
State if the securities lending arrangement
is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
| 3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding
that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of
securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. |
Not applicable.
Item 4 - Consideration Paid
| 4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and in
total. |
See
Item 2.2 above.
| 4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange or
other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and
value, in Canadian dollars, of the consideration paid or received by the acquiror. |
See
Item 2.2 above.
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the method
of acquisition or disposition. |
See
Item 2.2 above.
Item 5 - Purpose
of the Transaction
State the purpose or purposes of the acquiror
and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions
which the acquiror and any joint actors may have which relate to or would result in any of the following:
| (a) | the acquisition of additional securities of the reporting issuer, or the disposition of securities
of the reporting issuer; |
| (b) | a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting
issuer or any of its subsidiaries; |
| (c) | a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; |
| (d) | a change in the board of directors or management of the reporting issuer, including any plans or
intentions to change the number or term of directors or to fill any existing vacancy on the board; |
| (e) | a material change in the present capitalization or dividend policy of the reporting issuer; |
| (f) | a material change in the reporting issuer’s business or corporate structure; |
| (g) | a change in the reporting issuer’s charter, bylaws or similar instruments or another action
which might impede the acquisition of control of the reporting issuer by any person or company; |
| (h) | a class of securities of the reporting issuer being delisted from, or ceasing to be authorized
to be quoted on, a marketplace; |
| (i) | the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; |
(j) a
solicitation of proxies from securityholders;
(k) an
action similar to any of those enumerated above.
The acquiror holds securities of the
Issuer for investment purposes and does not have any current intentions to increase or decrease his beneficial ownership or control
or direction over any additional securities of the Issuer. The acquiror may, from time to time and depending on market and other
conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Issuer in the
open market or otherwise, and reserves the right to dispose of any or all of the securities in the open market or otherwise at
any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market
conditions, the business and prospects of the Issuer and other relevant factors.
Item 6 - Agreements, Arrangements, Commitments
or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements,
arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with
respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the
voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged
or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over
such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
Not applicable.
Item 7 - Change in Material Fact
If applicable, describe any change in a material
fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting
issuer’s securities.
Not applicable.
Item 8 - Exemption
If the acquiror relies on an exemption from
requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe
the facts supporting that reliance.
Not applicable.
Item 9 - Certification
Certificate
The undersigned, as the acquiror, certifies
to the best of his knowledge, information and belief, that the statements made in this report are true and complete in every respect.
Dated this 31st day of December, 2019.
| Dr.
Albert D. Friesen |
| |
| “Dr.
Albert D. Friesen” |
This regulatory filing also includes additional resources:
ex991.pdf
Medicure (PK) (USOTC:MCUJF)
過去 株価チャート
から 11 2024 まで 12 2024
Medicure (PK) (USOTC:MCUJF)
過去 株価チャート
から 12 2023 まで 12 2024
