Med BioGene Inc.

Med BioGene Inc.

January 20, 2010 08:30 ET

Med BioGene Announces Date of Annual and Special Meeting and Adoption of Shareholder Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 20, 2010) - Med BioGene Inc. (TSX VENTURE:MBI) today announced the date of its upcoming annual and special meeting (the "Annual Meeting") of shareholders and the adoption of a shareholder rights plan (the "Rights Plan").

Annual and Special Meeting

The Annual Meeting will be held on Friday, February 12, 2010 at 10:00 a.m. (Pacific Standard Time) at Farris, Vaughan, Wills & Murphy LLP, 25th Floor, 700 West Georgia Street, Vancouver, British Columbia.

The notice of meeting, information circular and form of proxy in respect of the Annual Meeting are being mailed to shareholders and will be available on SEDAR at

Shareholder Rights Plan

The Company's board of directors (the "Board") has adopted a Rights Plan effective January 15, 2010 and is subject to the acceptance by applicable stock exchanges and ratification by shareholders at the Annual Meeting.

The objective of the Rights Plan is, in the event of an unsolicited bid for control of the Company, to provide sufficient time: (i) to the Board and shareholders to properly assess the bid without undue pressure; and (ii) to the Board to consider value-enhancing alternatives and allow competing bids to emerge, in all cases to the extent deemed appropriate by the Board.

The Board is not aware of, nor is it seeking ratification of the Rights Plan in anticipation of, any pending or threatened take-over bid or offer for the common shares of the Company.

The general terms of the Rights Plan are consistent with those customarily found in recent shareholder rights plans in Canada and become operative if any party acquires more than 20% of the Company's outstanding common shares, unless the acquisition is made pursuant to a "permitted bid". The permitted bid concept is intended to provide to shareholders the opportunity to evaluate and decide upon whether to accept the bid, while establishing a minimum standard of fairness and to give shareholders and the Board sufficient time to evaluate the permitted bid or potential competing bids.

To qualify as a permitted bid, the bid must: (i) be made by way of a take-over bid circular to all holders of the Company's common shares; (ii) be open for acceptance for at least 60 days; (iii) be conditional upon at least 50% of common shares being tendered; (iv) grant shareholders the right to withdraw the deposited shares until they have been taken up and paid for; and (v) remain open for 10 days after acceptance by the holders of 50% of common shares to permit the remaining shareholders to tender their shares.

The Rights Plan: (i) allows for partial bids for more than 50% of the outstanding common shares of the Company; (ii) does not require a fairness opinion to be provided in respect to the valuation of any non-cash consideration that may form part of any permitted bid; and (iii) does not establish a maximum threshold for shareholdings held by any potential bidder.

Under the Rights Plan, each shareholder as at the close of business on January 15, 2010 will receive one right for each common share held. Initially, the rights will be represented by the Company's common share certificates and will not be exercisable. The rights will become exercisable after any person or related group makes a take-over bid or acquires beneficial ownership of 20% or more of the outstanding common shares, other than through certain permitted acquisitions.

Details of the Rights Plan are contained in the Company's information circular mailed to shareholders in connection with the Annual Meeting.

About Med BioGene

MBI is a life science company focused on the development and commercialization of genomic-based personalized clinical laboratory diagnostic tests. MBI is committed to advancing personalized medicine by commercializing tests that provide clinically relevant information to improve patient treatment and reduce health care costs. For more information, please visit

Certain statements in this press release contain forward-looking information and statements ("forward-looking statements") under applicable Canadian and United States securities legislation. Words such as "anticipates", "believes", "estimates", "expects," "intends", "may", "plans", "projects", "will", "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward looking statements include, but are not limited to, that with respect to future profits, future product revenues, future operations and plans, the use of proceeds from financings, the timing of clinical trials and the completion date for clinical trials and the prospects for negotiating partnerships or collaborations and their timing. These forward-looking statements are only a prediction based upon MBI's current expectations, and actual events or results may differ materially. MBI may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on uncertain assumptions that could cause MBI's actual results and the timing of events to differ materially from those anticipated in such forward-looking information. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. MBI's forward-looking statements do not reflect the potential impact of any future partnerships, collaborations, acquisitions, mergers, dispositions, joint ventures or investments that MBI may make. All forward-looking statements are qualified in their entirety by this cautionary statement and MBI undertakes no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise after the date of this press release, other than as required by applicable law.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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