JLL Mails Notice of Extension, Variation and Change in Respect of its Offer to Acquire Patheon



    NEW YORK, April 22 /CNW/ -- JLL Partners, Inc. and its affiliate, JLL
Patheon Holdings, LLC (collectively, "JLL"), today announced that they have
mailed a Notice of Extension, Variation and Change in respect of their 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 share (the
"Offer").
    

    
    The expiry date of the Offer has been extended until May 7, 2009. No
Restricted Voting Shares will be taken up under the Offer until the expiry
date.
    

    
    The Offer was extended and amended as a condition of the Ontario
Securities Commission's ("OSC") decision on April 16, 2009 (the "Decision")
dismissing the application by the Special Committee of the Patheon Board of
Directors under Sections 104(1) and 127 of the Securities Act (Ontario). A
copy of the Decision is attached to this press release.
    

    
    All of the conditions set out in the Decision have been satisfied,
including the provision of the certifications referenced in the Decision, the
termination of the voting agreement (the "Mova Agreement") between JLL and
Joaquin Viso and certain other Patheon shareholders (the "Mova Group"), and
the vetting by OSC Staff of this press release and the amendments to the Offer
set out in the Notice of Extension, Variation and Change. Accordingly, the
Offer, as amended, is proceeding in accordance with its terms.
    

    
    As previously disclosed, the termination of the Mova Agreement puts the
parties to that agreement back in the same position they were in prior to
entering into the agreement. No other agreements, arrangements or
understandings, formal or informal, direct or indirect, oral or written exist
between JLL and the Mova Group or any other Patheon shareholder, and no
similar agreement may be entered into with any shareholder of Patheon within
120 days of expiry of the Offer, other than in compliance with the Decision.
Accordingly, the Mova Group is neither a "joint actor" under applicable
securities legislation nor an "offeror" under the CBCA.
    

    
    JLL's Offer constitutes an outstanding liquidity opportunity for holders
of a very thinly traded stock at a significant premium to market. JLL 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.
    

    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.
    

    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.
    


    

    
    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):
    (888) 290-1555
    Telephone Collect (outside North America):
    (416) 637-4661
    

    
    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


    

    
                        IN THE MATTER OF THE SECURITIES ACT
                          R.S.O. 1990, c. S.5, AS AMENDED
    

    
                                      - and -
    

    
                           IN THE MATTER OF PATHEON INC.
    

    
                                      - and -
    

    
                  IN THE MATTER OF AN OFFER TO PURCHASE FOR CASH
            ANY AND ALL OF THE RESTRICTED VOTING SHARES OF PATHEON INC.
                             BY JLL PATHEON HOLDINGS LLC
    

    
                                      - and -
    

    
          IN THE MATTER OF AN APPLICATION BY THE SPECIAL COMMITTEE OF THE
            BOARD OF DIRECTORS OF PATHEON INC. FOR CERTAIN RELIEF UNDER
                              SECTIONS 104(1) and 127
    

    
                                      DECISION
    

    
    Hearing:    April 15, 16, 2009
    

    
    Decision:   April 16, 2009
    

    
    Panel:      James E. A. Turner - Vice-Chair and Chair of the Panel
                Mary G. Condon     - Commissioner
    

    
    Counsel:    J. Sasha Angus     - For the Ontario Securities Commission
                Naizam Kanji
                Michael Tang
    

    
                Katherine L. Kay   - For JLL Patheon Holdings, LLC
                Eliot N. Kolers
                Alex D. Rose
                Ron Ferguson
                David Weinberger
    

    
                Luis Sarabia       - For The Special Committee of Patheon Inc.
                William Gula
                Patrick Moyer
                Philippe Rousseau
    DECISION

    
    [1] The Ontario Securities Commission issued a decision today in the
above matter. The Commission dismissed the application by the Special
Committee of the Board of Directors of Patheon Inc. ("Patheon") dated April 6,
2009 provided JLL Patheon Holdings, LLC ("JLL") complies with the following
terms and conditions:
    

    
    1. JLL shall terminate its voting agreement dated March 10, 2009 with the
group of shareholders of Patheon who acquired restricted voting shares of
Patheon in connection with the acquisition by Patheon of MOVA Pharmaceuticals
Corporation (the "MOVA Group");
    

    
    2. JLL shall certify that no oral or written agreement, arrangement or
understanding, formal or informal, direct or indirect, currently exists or
will be entered into or agreed to during the period of JLL's take-over bid
dated March 11, 2009 for the restricted voting shares of Patheon (the "Offer")
and for a period of 120 days following the expiry of the Offer with any
shareholder of Patheon in respect of (i) the Offer or any second-step or
compulsory acquisition transaction following the Offer, or (ii) Patheon or any
of its securities, including the acquisition or voting thereof other than in
connection with a second-step or compulsory acquisition transaction in which
all shareholders of Patheon are to receive the same consideration as the
consideration under the Offer or all shareholders tendering to the Offer
receive the same consideration as that paid to shareholders in such
second-step or compulsory acquisition transaction;
    

    
    3. The MOVA Group shall certify that no oral or written agreement,
arrangement or understanding, formal or informal, direct or indirect,
currently exists or will be entered into or agreed to with JLL during the
period of the Offer and for a period of 120 days following the expiry of the
Offer in respect of (i) the Offer or any second-step or compulsory acquisition
transaction following the Offer, or (ii) Patheon or any of its securities,
including the acquisition or voting thereof other than in connection with a
second-step or compulsory acquisition transaction in which all shareholders of
Patheon are to receive the same consideration as the consideration under the
Offer or all shareholders tendering to the Offer receive the same
consideration as that paid to shareholders in such second-step or compulsory
acquisition transaction;
    

    
    4. JLL shall amend the Offer circular to make full disclosure of the
terms of this decision and of any consequential changes resulting from it;
    

    
    5. JLL shall issue a news release no later than the date of mailing of
the amendment to the Offer circular summarizing the matters referred to in
paragraph 4; and
    

    
    6. JLL shall extend its Offer such that the Offer remains open for
acceptance by shareholders for a period ending not less than 15 days following
the mailing of the amendment to the Offer circular referred to in paragraph 4.
    

    Dated at Toronto this 16th day of April, 2009.


    

    
    "James E. A. Turner"                          "Mary G. Condon"
    ______________________                       __________________
      James E. A. Turner                           Mary G. Condon




    




For further information:

For further information: Brian Wade of JLL Partners, +1-212-210-9317 Web
Site: http://www.jllpartners.com

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