MediPharm Successful Against Dissident Proxy Campaign

On May 1, 2025, a notice was submitted to MediPharm Labs Corp. (TSX: LABS) (the "Company"), a pharmaceutical company specializing in precision-based cannabinoids, pursuant to its by-laws, from Apollo Technology Capital Corporation ("Apollo"), a shareholder of the Company. The notice indicated Apollo’s intention to nominate six (6) directors (the "Dissident Nominees") at the annual and special shareholders meeting to be held on June 16, 2025 (the "ASM"), in order to replace the current and proposed Board of Directors of the Company.

MediPharm and its current Board of Directors expressed serious concerns about the process by which Apollo solicitated proxies, the backgrounds and histories of the Dissident Nominees and the abilities of such Dissident Nominees to manage the Company and grow shareholder value. On May 12, 2025, Apollo and Nobul Technologies Inc. sought an order from the Superior Court of Justice – Ontario (Commercial List) (the "Court"), to amongst other things, appoint a third-party independent chair to preside over the ASM, and appoint no less than five scrutineers for the ASM (the "Apollo Application"). Apollo argued that MediPharm’s solicitation of proxies in connection with the ASM was illegal due to material non-compliance with the notice-and-access laws under Section 2.7.1(2) of National Instrument 54-101 –Communication with Beneficial Owners of Securities of a Reporting Issuer.

On June 11, 2025, the Court dismissed the Apollo Application in full. In doing so, the Court found that a third-party independent chair was not required in the circumstances as there was no evidence or indication that the Company’s proposed meeting chair would act unfairly at the ASM. The Court also found that there was no justification to support the request for five scrutineers.

At the ASM, shareholders approved the resolution to fix the number of directors at seven, approved the resolution appointing MNP LLP as auditors, elected all seven management director nominees and approved the resolution relating to unallocated awards under the company’s equity incentive plan. 

Aird & Berlis successfully represented MediPharm in defense of the dissident proxy campaign with a team led by Adria Leung Lim and Melanie Cole and including Ryan Cohen and Annie Xie (Capital Markets) and Patrick Copeland and Sanj Sood (Litigation).