TORONTO, March 26 /CNW/ - The Special Committee of Independent Directors
of Patheon Inc. ("Patheon" or the "Company") (TSX:PTI), today delivered a
request to the Ontario Securities Commission ("OSC") asking the OSC to review
the legality of the unsolicited offer (the "Offer") by JLL Patheon Holdings
LLC ("JLL" or the "Offeror") to acquire any and all of the issued and
outstanding restricted voting shares (the "Restricted Voting Shares") of
Patheon not owned by JLL or its affiliates.
The Special Committee believes that JLL's offer violates securities laws
by failing to treat all Patheon shareholders equally and that its offering
circular lacks required information. The Committee is requesting that the OSC
exercise its power to cease trade the JLL bid until identical consideration is
offered to all holders of Patheon's Restricted Voting Shares and until all
deficiencies in the offering circular are corrected.
In its offering circular, JLL disclosed that, through a separate side
deal, it is giving an option to receive special rights and protections to a
group of Patheon shareholders (the "MOVA Group"), led by Joaquin Viso., who
received Restricted Voting Shares when Patheon acquired MOVA Pharmaceutical
Corporation in 2004. JLL is not making these special rights and protections
available to other Patheon shareholders.
The Special Committee has been contacted by numerous Patheon shareholders
who have expressed concern that the JLL Offer does not provide equal treatment
to all shareholders. Further details about the Special Committee's concerns
with the legality of the JLL Offer are included in Patheon's Directors
Circular issued on March 25, 2009. In that Circular, the Patheon Board of
Directors determined that, at US$2.00 per Restricted Voting Share, the JLL
Offer was INADEQUATE and recommended that shareholders DO NOT TENDER to the
Offer.
The Directors Circular as well as a copy of the request made to the
Ontario Securities Commission will be available on the Company's website
www.patheon.com.
ABOUT PATHEON
Patheon Inc. (TSX:PTI; www.patheon.com) is a leading global provider of
contract development and manufacturing services to the global pharmaceutical
industry. Patheon prides itself in providing the highest quality products and
services to more than 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 dosage forms including
parenteral, solid, semi-solid and liquid forms. Patheon uses many innovative
technologies including single-use disposables, Liquid-Filled Hard Capsules and
a variety of modified release technologies.
Patheon's comprehensive range of fully integrated Pharmaceutical
Development Services includes pre-formulation, formulation, analytical
development, clinical manufacturing, scale-up and commercialization. Patheon
can take customers direct to clinic with global clinical packaging and
distribution services and Patheon's Quick to Clinic(TM) programs can
accelerate early phase development project to clinical trials while minimizing
the consumption of valuable API.
Patheon's integrated development and manufacturing network of 11
facilities, and 6 development centers across North America and Europe, strives
to ensure that customer products can be launched with confidence anywhere in
the world.
Caution Concerning Forward-Looking Statements
This news release may contain forward-looking statements which reflect
management's expectations regarding the Company's future growth of operations,
performance (both operational and financial) and business prospects and
opportunities. These statements are made in the context of the risks and
uncertainties that are outlined in the Company's public documents, which can
be accessed on our website at www.patheon.com or on SEDAR at www.sedar.com.
For further information: Contacts: Special Committee: Information Agent
for the Special Committee, Kingsdale Shareholder Services, 1-866-851-3212;
Media: John Lute, Lute & Company, (416) 929-5883, email jlute@luteco.com
