, March 6, 2014
/PRNewswire/ - Patheon Inc. (TSX: PTI) ("Patheon") today
announced that at a special meeting (the "Special Meeting") of holders
of its restricted voting shares ("Shareholders") held earlier today,
Shareholders passed a special resolution (the "Arrangement Resolution")
approving a statutory plan of arrangement (the "Arrangement") under the
Canada Business Corporations Act
(the "CBCA") pursuant to which JLL/Delta Patheon Holdings, L.P.
("Newco") will indirectly acquire all of the issued and outstanding
restricted voting shares of Patheon. Newco is sponsored by an entity
controlled by JLL Partners, Inc. ("JLL") and Koninklijke DSM N.V.
Assuming the Arrangement is completed, Shareholders will be entitled to
receive US$9.32 in cash for each restricted voting share they hold. All
of Patheon's outstanding options will be deemed to be vested upon
completion of the Arrangement and holders will be entitled to receive a
cash amount equal to the amount by which US$9.32 exceeds the exercise
price of such option. All options with an exercise price equal to or
greater than US$9.32 will be cancelled without consideration. All
payments are subject to applicable withholding taxes, if any.
The Arrangement Resolution was approved by approximately 99% of the
votes cast by Shareholders and approximately 99% of the votes cast by
"minority" Shareholders (Shareholders other than affiliates of JLL and
James Mullen, Chief Executive Officer of Patheon) at the Special
The completion of the Arrangement is subject to receipt of a Final Order
from the Ontario Superior Court of Justice (Commercial List) (the
"Court") approving the Arrangement as well as the satisfaction of
certain other closing conditions customary in a transaction of this
nature. The hearing date for the Final Order is scheduled for Monday,
March 10, 2014. Assuming that approval of the Court is obtained on
March 10, 2014 and all other conditions to the completion of the
transaction are satisfied or waived, it is expected that the
Arrangement will close on Tuesday, March 11, 2014. Delisting of the
restricted voting shares from the Toronto Stock Exchange will occur
following the Arrangement becoming effective.
About Patheon Inc.
Patheon Inc. is a leading provider of contract development and
commercial manufacturing services to the global pharmaceutical industry
for a full array of solid and sterile dosage forms. Through the
company's recent acquisition of Banner Pharmacaps - a market leader in
soft gelatin capsule technology - Patheon now also includes a
proprietary products and technology business.
Patheon provides the highest quality products and services to
approximately 300 of the world's leading pharmaceutical and
biotechnology companies. The company's integrated network consists of
15 locations, including 12 commercial contract manufacturing facilities
and 9 development centers across North
America and Europe. Patheon enables customer products to be launched
with confidence anywhere in the world. For more information visit www.patheon.com.
This press release contains "forward-looking information" or
"forward-looking statements" within the meaning of applicable Canadian
securities laws, including statements regarding the proposed
transaction and expected timing of the transaction, which
forward-looking statements may use forward-looking terminology such as
"may", "will", "expect", "anticipate", "believe", "continue",
"potential", or the negative thereof or other variations thereof or
comparable terminology. Such forward-looking statements may include,
without limitation, statements regarding the completion of the proposed
transaction and other statements that are not historical facts.
These forward-looking statements reflect beliefs and assumptions which
are based on Patheon's perception of current conditions and expected
future developments, as well as other factors management believes are
appropriate in the circumstances. Patheon's beliefs and assumptions may
prove to be inaccurate and consequently Patheon's actual results could
differ materially from the expectations set out herein.
While such forward-looking statements are expressed by Patheon, as
stated in this release, in good faith and believed by Patheon to have a
reasonable basis, they are subject to important risks and uncertainties
including, without limitation, risks and uncertainties relating to the
transaction and financing thereof, necessary court approvals and the
satisfaction or waiver of certain other conditions contemplated by the
arrangement agreement dated November 18, 2013 between Patheon and
Newco. As a result of these risks and uncertainties, the proposed
transaction could be modified, restructured or may not be completed,
and the results or events predicted in these forward-looking statements
may differ materially from actual results or events. These
forward-looking statements are not guarantees of future performance,
given that they involve risks and uncertainties. Patheon is not
affirming or adopting any statements made by any other person in
respect of the proposed transaction and expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except in accordance with applicable securities laws or to
comment on expectations of, or statements made by any other person in
respect of the proposed transaction.
No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.
SOURCE Patheon Inc.