NEW YORK, March 11 /CNW/ -- 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2009, unless the offer is extended or withdrawn by JLL.The closing price of the Restricted Voting Shares on the Toronto Stock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 PartnersJLL 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 PatheonPatheon 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 InformationThe 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 StatementsCertain 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.The Information Agent for The Dealer Manager for
the offer is: the offer is:Laurel Hill Advisory Group UBS Securities Canada Inc.
366 Bay Street, Suite 200 161 Bay Street
Toronto, ON M5H 4B2 Suite 4100, P.O. Box 617
Telephone Toll Free (North America): Toronto, ON M5J 2S1
1-888-290-1555 Telephone: (416) 350-2201
Telephone Collect (outside North
America): (416) 637-4661
For further information: 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
