NEW YORK, April 15 /CNW/ -- JLL Partners, Inc. and its affiliate, JLL
Patheon Holdings, LLC (collectively, "JLL"), today announced that they expect
a resolution of the pending Ontario Securities Commission (the "OSC")
proceedings relating to JLL's offer to purchase any and all of the issued and
outstanding Restricted Voting Shares of Patheon Inc. ("Patheon") (TSX: PTI)
for U.S. $2.00 cash per Restricted Voting Share (the "Offer").
As previously announced, the Special Committee of Patheon commenced a
proceeding (the "OSC Proceeding") with the OSC seeking to prevent the JLL
Offer from going forward and focusing on the legality of a voting agreement
(the "Mova Agreement") between JLL and Joaquin Viso and certain other Patheon
shareholders (the "Mova Group").
A pre-hearing before the OSC is scheduled for the afternoon of April 15,
2009, at which the OSC is expected to establish the terms under which the
Offer can proceed. In order to facilitate the Offer moving forward, JLL and
the Mova Group have offered to terminate the Mova Agreement if the Offer is
permitted to proceed as planned. JLL also has proposed to make revisions to
the disclosure in its bid circular necessitated by the termination of the Mova
Agreement, and will extend the expiration date of the Offer. The Offer is now
set to expire on April 16, 2009. The new expiration date of the Offer will be
announced in a separate press release later this week.
While JLL continues to believe that the Mova Agreement was entirely
proper, given the uncertainty and delay associated with the OSC Proceeding,
and the fact that the OSC Proceeding was continuing to distract shareholders
from the attractive liquidity opportunity provided by the Offer, JLL and the
Mova Group have offered to terminate the Mova Agreement in order to permit the
Offer to go forward on a timely basis.
JLL continues to believe that its Offer constitutes an outstanding
liquidity opportunity for holders of a very thinly traded stock at a
significant premium to market and urges shareholders to tender to its Offer.
If the Mova Agreement is terminated, the parties to that agreement will
be put back in the same position they were in prior to entering into the
agreement. No other agreements, arrangements or understandings exist between
the Mova Group and JLL. Accordingly, the Mova Group would no longer be a
"joint actor" under applicable securities legislation nor will it be an
"offeror" as such term is defined in the CBCA.
JLL stands ready to acquire any and all shares tendered to the Offer and
urges Patheon shareholders who wish to avail themselves of the liquidity
opportunity afforded by JLL's premium Offer to tender to the Offer prior to
its expiration. JLL will not, however, take up any shares in the Offer until
the Offer expires.
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
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.
The Information Agent for the Offer is:
Laurel Hill Advisory Group
366 Bay Street, Suite 200
Toronto, ON M5H 4B2
Telephone Toll Free (North America):
Telephone Collect (outside North America):
The Dealer Manager for the Offer is:
UBS Securities Canada Inc.
161 Bay Street
Suite 4100, P.O. Box 617
Toronto, ON M5J 2S1
Telephone: (416) 350-2201
For further information:
For further information: Brian Wade, +1-347-563-3702,
firstname.lastname@example.org Web Site: http://www.jllpartners.com