To be funded from recently announced refinancing in connection with
acquisition of Banner Pharmacaps
TORONTO, Nov. 26, 2012 /PRNewswire/ - Patheon Inc. (TSX: PTI) (the "Company"),
a leading provider of contract development and manufacturing services
to the global pharmaceutical industry, announced today that it is
commencing a cash tender offer for any and all of its outstanding
8.625% Senior Secured Notes due 2017 (CUSIP Numbers 70319W AA6 (Rule
144A) and C7197E AA2 (Regulation S)) (the "Notes"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated the
date hereof (as it may be amended or supplemented from time to time,
the "Offer"), and in the related Letter of Transmittal (as it may be
amended or supplemented from time to time, the "Letter of Transmittal"
and, collectively with the Offer, the "Offer Documents"). The Company
intends to use the proceeds from the proposed new debt financing,
announced on October 29, 2012, to fund the tender offer or redeem any
and all Notes that remain outstanding after consummation of the tender
offer and to repay all outstanding borrowings under the Company's
existing revolving credit facility and, together with proceeds from the
rights offering announced on November 19, 2012 and available cash, to
pay the purchase price for the proposed acquisition of Banner
Pharmacaps from VION Holdings N.V., and to pay related fees and
expenses associated with the transactions. Any remaining proceeds will
be used for general corporate purposes.
The early tender deadline is 5 p.m., New York City time, on December 7,
2012 (such time and date, as it may be extended, the "Early Tender
Deadline"), and the tender offer will expire at 12 midnight, New York
City time, on December 21, 2012 (such time and date, as it may be
extended, the "Expiration Time"), in each case, unless earlier
terminated by the Company. Notes tendered may be withdrawn at any time
at or before 5 p.m., New York City time, on December 7, 2012 (such time
and date, as it may be extended, the "Withdrawal Deadline") but not
thereafter, except as required by law. The Company may extend the
Early Tender Deadline without extending the Withdrawal Deadline.
The total consideration for each $1,000 principal amount of Notes
validly tendered at or before the Early Tender Deadline and purchased
pursuant to the tender offer will be $1,085.07, which includes a
payment of $50 per $1,000 principal amount of Notes payable only in
respect of Notes tendered at or before the Early Tender Deadline (the
"Early Tender Payment"). Holders validly tendering Notes after the
Early Tender Deadline but at or before the Expiration Time will be
eligible to receive only the tender offer consideration of $1,035.07
per $1,000 principal amount of Notes, namely an amount equal to the
total consideration less the Early Tender Payment. In addition,
holders whose Notes are purchased in the tender offer will receive
accrued and unpaid interest in respect of their purchased Notes from
the last interest payment date to, but not including, the applicable
payment date for the Notes. Tenders of Notes will be accepted only in
principal amounts of $2,000 or integral multiples of $1,000 in excess
thereof.
The Company has reserved the right, at any time following the Early
Tender Deadline but prior to the Expiration Time, to accept for
purchase all Notes validly tendered and not validly withdrawn. If the
Company elects to exercise this option, the Company will pay the total
consideration or tender offer consideration, as the case may be, for
the Notes accepted for purchase promptly following the acceptance of
Notes for purchase (the date of such payment being referred to as the
"Initial Payment Date").
Subject to the terms and conditions of the tender offer being satisfied
or waived, the Company will, promptly after the Expiration Time, accept
for purchase all Notes validly tendered at or before the Expiration
Time (and not validly withdrawn at or before the Withdrawal Deadline)
(or if the Company has exercised its early purchase option as described
above, all Notes validly tendered after the Initial Payment Date and at
or before the Expiration Time). The Company will pay the total
consideration or tender offer consideration, as the case may be, for
such Notes (the date of such payment being referred to as the "Final
Payment Date").
The Company's obligation to consummate the tender offer is subject to
the satisfaction or waiver of certain conditions, which are more fully
described in the Offer, including, among others, (i) the Company having
completed financing transactions in an amount and on terms satisfactory
to it, in its sole discretion and (ii) the general conditions described
in the Offer having been satisfied.
The tender agent and information agent for the tender offer is D.F. King
& Co., Inc. The exclusive dealer manager for the tender offer is
Morgan Stanley & Co. LLC ((800) 624-1808 (toll-free) and (212) 761-1057
(collect)).
The Offer Documents will be distributed to holders of Notes promptly.
Holders with questions or who would like additional copies of the Offer
Documents may call the information agent, D.F. King & Co., Inc.,
toll-free at (800) 967-4607.
This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell the
Notes. The tender offer is being made only pursuant to the Offer
Documents that the Company will be distributing to holders of the Notes
promptly. Holders of the Notes and investors should read carefully the
Offer Documents because they contain important information, including
the various terms of and conditions to the tender offer. None of the
Company, the dealer manager, the tender agent, the information agent or
their respective affiliates is making any recommendation as to whether
or not holders should tender all or any portion of their Notes in the
tender offer. This press release does not constitute an offer to sell
or a solicitation of an offer to buy any securities that may be sold
pursuant to the proposed new financing.
About Patheon Inc.
Patheon Inc. (TSX: PTI) is a leading global provider of contract
development and manufacturing services to the global pharmaceutical
industry. The Company provides the highest quality products and
services to approximately 300 of the world's leading pharmaceutical and
biotechnology companies. Patheon's services range from preclinical
development through commercial manufacturing of a full array of solid
and sterile dosage forms.
The Company's comprehensive range of fully integrated Pharmaceutical
Development Services includes pre-formulation, formulation, analytical
development, clinical manufacturing, scale-up and commercialization.
The Company's integrated development and manufacturing network of nine
manufacturing facilities and nine development centers across North
America and Europe, enables customer products to be launched with
confidence anywhere in the world. For more information visit www.Patheon.com.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements which reflect the
Company's expectations regarding its proposed tender offer. All
statements, other than statements of historical fact, are
forward-looking statements. Wherever possible, words such as "plans",
"expects" or "does not expect", "forecasts", "anticipates" or "does not
anticipate", "believes", "intends" and similar expressions or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved
have been used to identify these forward-looking statements. Although
the forward-looking statements contained in this press release reflect
the Company's current assumptions based upon information currently
available to it and based upon what it believes to be reasonable
assumptions, the Company cannot be certain that actual results will be
consistent with these forward-looking statements. The Company's current
material assumptions include assumptions related to the timing and
completion of the proposed acquisition of Sobel USA Inc. and Banner
Pharmacaps Europe B.V. (collectively referred to as "Banner
Pharmacaps"), the related equity and debt financings, and the tender
offer. Forward-looking statements necessarily involve significant
known and unknown risks, assumptions and uncertainties that may cause
the Company's actual results, performance, prospects and opportunities
to differ materially from those expressed or implied by such
forward-looking statements. These risks and uncertainties include,
among other things, risks related to the Company's ability to complete
the proposed acquisition of Banner Pharmacaps and the related equity
and debt financings. For additional information regarding risks and
uncertainties that could affect the Company's business, please see
Item 1A "Risk Factors" in our Annual Report on Form 10-K for the fiscal
year ended October 31, 2011 and the Company's subsequent filings with
the U.S. Securities and Exchange Commission and the Canadian Securities
Administrators. Although the Company has attempted to identify
important risks and factors that could cause actual actions, events or
results to differ materially from those described in forward-looking
statements, there may be other factors and risks that cause actions,
events or results not to be as anticipated, estimated or intended.
Forward-looking statements are provided to help stakeholders understand
the Company's expectations and plans as of the date of this release and
may not be suitable for other purposes. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue reliance
on forward-looking statements. These forward-looking statements are
made as of the date of this press release and, except as required by
law, the Company assumes no obligation to update or revise them to
reflect new events or circumstances.
SOURCE Patheon Inc.