NEW YORK, March 11 /PRNewswire/ -- JLL Patheon Holdings, LLC, an affiliate of JLL Partners, Inc. (“JLL”), announced today that it will be commencing its previously announced offer for any and all of the issued and outstanding Restricted Voting Shares of Patheon Inc. (“Patheon”) that it does not already own at an offer price payable in cash of U.S. $2.00 per Restricted Voting Share, which is equivalent to approximately C $2.57 cash per Restricted Voting Share based on the current exchange rate.
The offer is scheduled to expire at 6:00 p.m., Toronto time, on April 16, 2009, unless the offer is extended or withdrawn by JLL.
The closing price of the Restricted Voting Shares on the Toronto Stock Exchange (the “TSX”) on December 5, 2008, the last trading day prior to the announcement of JLL’s intention to make the offer, was C $1.07, or approximately U.S. $0.84. The offer price represents a premium of approximately 138% over the U.S. dollar equivalent of this closing price. The offer price also represents a premium of approximately 161% over the C $0.97, or approximately U.S. $0.77, volume-weighted average closing price of the Restricted Voting Shares on the TSX during the twenty trading days up to and including December 5, 2008.
The closing price of the Restricted Voting Shares on the TSX on March 10, 2009, the last trading day prior to the commencement of the offer today, was C $2.13, or approximately U.S. $1.66. The offer price represents a premium of approximately 21% over the U.S. dollar equivalent of this closing price based on the current exchange rate.
JLL believes that the offer represents a liquidity event at an attractive premium for holders of thinly-traded securities. Moreover, the offer consideration is composed entirely of cash. The offer is fully financed by JLL and will not require Patheon to incur any incremental debt to complete the purchase of any and all of Patheon’s outstanding Restricted Voting Shares.
The offer is subject to customary conditions, including the absence of a material adverse change at Patheon and the receipt of regulatory approvals. The offer is not subject to any minimum deposit condition.
The holdings of JLL, together with its affiliates, associates, and persons acting jointly or in concert with JLL within the meaning of the Canada Business Corporations Act currently amount to approximately 40% of the issued and outstanding Restricted Voting Shares of Patheon on an as-converted basis.
If sufficient Restricted Voting Shares are deposited in the offer, JLL intends, to the extent possible, to take the appropriate steps by way of a compulsory acquisition or subsequent acquisition transaction under Canadian law to acquire the remaining outstanding Restricted Voting Shares of Patheon. JLL’s ability to complete a compulsory acquisition or subsequent acquisition transaction is dependent upon a number of factors that are beyond JLL’s control. Accordingly, there can be no assurance that any such transaction will be completed, and shareholders wishing to sell their shares at the offer price are encouraged to deposit them in the offer.
JLL Patheon Holdings, LLC today also entered into a voting agreement (“Voting Agreement”) with Joaquin Viso, Olga Lizardi, Jose A. Negroni, Lorraine Hernandez and Aida Garcia (collectively, the “Viso Shareholders”) who hold, in aggregate, 12,581,766 Restricted Voting Shares. The primary purpose of the Voting Agreement is to secure JLL’s and the Viso Shareholders’ agreement to vote the Restricted Voting Shares beneficially owned by them in favour of certain resolutions unrelated to the offer and setting out the proposed terms of a stockholders agreement to be entered into by the parties in certain circumstances should the offer be successful. Under applicable securities laws, during the term of the Voting Agreement the Viso Shareholders are considered to be acting jointly or in concert with JLL.
About JLL Partners
JLL Partners, Inc. is a New York-based leading private equity investment firm with approximately $4.0 billion of capital under management. JLL’s investment philosophy is to partner with outstanding management teams and invest with them in companies that they can continue to grow into market leaders. JLL has invested in a variety of industries, with special focus on financial services, building products, and healthcare services and medical products. More information on JLL can be found on the website www.jllpartners.com.
About Patheon
Patheon Inc. is a leading provider of contract development and manufacturing services to the global pharmaceutical industry. Patheon provides products and services to more than three hundred of the world’s leading pharmaceutical and biotechnology companies. Patheon’s services range from pre-clinical development to manufacturing of a full array of dosage forms. Patheon’s global network of ten manufacturing facilities and six development centers ensures that customer products can be launched with confidence anywhere in the world. More information on Patheon can be found on the website www.patheon.com.
Additional Information
The offer is being made for the securities of a Canadian issuer. The offer is subject to disclosure requirements of Canada. Shareholders should be aware that these requirements are different from those of the United States. Financial information included herein, if any, has been prepared in accordance with Canadian generally accepted accounting principles and thus may not be comparable to financial information reported by United States companies.
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Restricted Voting Shares of Patheon. The offer is being made pursuant to an Offer to Purchase and Circular and other related offer materials to be filed by JLL with the Canadian Securities Administrators today. These materials, as they may be amended from time to time, contain important information, including the terms and conditions of the offer, that should be read carefully before any decision is made with respect to the offer. Investors and holders of Restricted Voting Shares may obtain a free copy of these materials and other documents filed by JLL with the Canadian Securities Administrators at www.sedar.com or by directing a request to Laurel Hill Advisory Group, the Information Agent for the offer, at toll-free in North America 1-888-290-1555, or outside North America call collect (416) 637-4661, or UBS Securities Canada Inc., the Dealer Manager for the offer, at (416) 350-2201.
The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that Patheon is incorporated under the federal laws of Canada and that some or all of their officers and directors are residents of Canada and that all or a substantial portion of the assets of Patheon and of the above-mentioned persons may be located outside the United States.
Shareholders should be aware that JLL or its affiliates, directly or indirectly, may, to the extent permitted under existing contractual arrangements, bid for or make purchases of Restricted Voting Shares during the period of the offer, as permitted by applicable Canadian laws or provincial laws or regulations.
No assurance can be given that the proposed transaction described herein will be consummated by JLL or that it will be completed on the terms proposed or within any particular schedule. Any information regarding Patheon contained herein has been taken from, or is based upon, publicly available information. Although JLL does not have any information that would indicate that any information contained herein is inaccurate or incomplete, JLL does not undertake any responsibility for the accuracy or completeness of such information. JLL does not undertake, and specifically disclaims, any obligation or responsibility to update or amend any of the information above except as otherwise required by law.
Forward-Looking Statements
Certain statements made in this press release are forward-looking statements that involve risks and uncertainties. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “expected,” “scheduled,” “estimates,” “intends,” “anticipates,” or “believes,” or variations of such words and phrases, or state that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. These forward-looking statements reflect JLL’s best judgment based on current information, factors and assumptions, and although it bases these statements on circumstances that it believes to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance or actions, and actual performance and actions may vary materially from the actions and expectations discussed in this documentation. JLL disclaims any intention or obligation to update or revise any forward looking information whether as a result of new information, future events or otherwise, except as required by applicable law.
CONTACT: Laurel Hill Advisory Group, Toll Free (North America),
+1-888-290-1555, or Collect (outside North America): +1-416-637-4661
Web site: http://www.jllpartners.com/
http://www.patheon.com/
