Mercury Pharma Group Limited entered into an arrangement agreement to acquire Correvio Pharma Corp. (TSX:CORV) for $21.3 million on March 15, 2020. Under the terms of the transaction, ADVANZ PHARMA Corp. Limited, parent of Mercury Pharma Group Limited, will pay $0.42 per issued and outstanding share of Correvio Pharma. As part of the transaction, each holder of a restricted share unit or phantom share unit of Correvio Pharma that is outstanding immediately prior to the effective time will be acquired for cancellation for a cash payment equal to the consideration, each holder of an in-the-money share purchase option of Correvio Pharma that is outstanding immediately prior to the effective time of the arrangement will be acquired for cancellation in consideration for a cash payment equal to the product obtained by multiplying the amount by which the consideration exceeds the exercise price per share of such in-the-money option by the number of shares underlying such option and all out-of-the-money share purchase options of Correvio Pharma will be cancelled for no consideration. In addition, ADVANZ PHARMA will repay Correvio Pharma’s outstanding debt of approximately $48 million. ADVANZ PHARMA intends to pay for the acquisition with its cash on hand. As of September 30, 2019, ADVANZ PHARMA’s cash position was approximately $243 million. In connection with the transaction and subject to closing, Correvio Pharma will apply to have its shares delisted from the TSX and Nasdaq and Correvio Pharma will cease to be a reporting issuer under Canadian securities law. Correvio Pharma has agreed to pay a termination fee of $3.5 million in the event that it accepts a superior proposal, changes its recommendation that Correvio Pharma’s security holders vote in favor of the transaction or in certain other circumstances, subject to certain customary exceptions. Closing of the transaction is subject to obtaining approval by security holders of Correvio Pharma at a meeting to be held no later than May 20, 2020, obtaining an interim and final order approving the transaction from the Supreme Court of British Columbia, and certain other conditions as set out in the agreement. The transaction is also subject to the key regulatory approvals, third party consents, holders of no more than five percent of the Correvio Shares shall have exercised, and at the date of the Correvio Meeting, have not withdrawn, Dissent Rights, and other customary closing conditions. The transaction has been unanimously approved by the Boards of Correvio Pharma and ADVANZ PHARMA. The Board of Directors of Correvio Pharma unanimously recommended that the shareholders of Correvio Pharma Corp. vote in favor of the arrangement. Each senior officer and director of Correvio Pharma has delivered to ADVANZ PHARMA a voting support agreement pursuant to which each such officer and director has agreed to, among other things, vote such person’s shares, and other securities convertible into shares, in favor of the shareholder resolution approving the transaction. On May 15, 2020, Mercury Pharma shareholder approved the transaction. As of May 21, 2020, Correvio Pharma obtained a final order from the Supreme Court of British Columbia approving the transaction. The transaction is expected to close in the second quarter of 2020. As of May 21, 2020, the transaction is expected to close on May 27, 2020. Correvio Pharma’s Board of Directors has received an opinion from its financial advisor, Piper Sandler Companies, that, the transaction is fair, from a financial point of view, to Correvio Pharma Corp.’s shareholders. PJT Partners acted as financial advisor, and John Sabetti of Fasken Martineau DuMoulin LLP, and White & Case acted as legal advisors to ADVANZ PHARMA and its board of directors. Piper Sandler Companies acted as financial advisor and fairness opinion provider and Joseph Garcia of Blake, Cassels & Graydon LLP and June Dipchand, Michael Hong, Regina Olshan, Eric Sensenbrenner, Jay Kasner and Scott Musoff of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Correvio Pharma. Computershare Trust Company of Canada acted as the Depository to Correvio as part of the transaction. Glass, Lewis & Co., LLC recommending that Correvio shareholders vote in favor of the transaction. Gryphon Advisors Inc. acted as the proxy solicitor for Correvio and is expected to receive a fee of up to CAD 0.05 million, plus reasonable out-of-pocket expenses. Piper Sandler Companies will receive $2.5 million for providing its financial services and will also receive a fee in the amount of $0.5 million for rendering the fairness opinion. Computershare Investor Services Inc. acted as the transfer agent for Correvio.