JLL Receives Favorable Resolution of OSC Process; OSC Dismisses Special Committee Petition Seeking to Block the Offer; Bid to Proceed With Extended Expiry Time



    NEW YORK, April 16 /CNW/ -- JLL Partners, Inc. and its affiliate, JLL
Patheon Holdings, LLC (collectively, "JLL"), today announced that they have
received a favorable resolution of the proceedings before the Ontario
Securities Commission (the "OSC") 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").
    

    
    At a hearing before the OSC held on April 16, 2009, the OSC dismissed the
application by the Special Committee of the Patheon Board of Directors seeking
to prevent the Offer from going forward.  As previously announced, the Special
Committee commenced a proceeding (the "OSC Proceeding") with the OSC seeking
to block the JLL Offer based on claims related to a voting agreement (the
"Mova Agreement") between JLL and Joaquin Viso and certain other Patheon
shareholders (the "Mova Group").  Today's determination by the OSC will permit
the JLL Offer to proceed as planned.
    

    
    In order to facilitate the Offer moving forward, JLL and the Mova Group
agreed to terminate the Mova Agreement.  JLL will extend the expiration date
of the Offer for at least 15 days following the filing of a Notice of
Extension, which JLL intends to file as soon as possible.  The Notice of
Extension will include revised disclosure necessitated by the termination of
the Mova Agreement.  Additionally, JLL will not enter into any agreement,
arrangement or understanding with any third party relating to a compulsory
acquisition or subsequent acquisition transaction for a period of 120 days
following the expiration of the Offer, provided that JLL may apply to the OSC
for a variation of this requirement if the circumstances warrant doing so.
    

    
    While JLL continues to believe that the Mova Agreement was entirely
proper, given the uncertainty and delay associated with the OSC Proceeding
initiated by the Special Committee and the fact that the OSC Proceeding was
continuing to distract shareholders from the attractive liquidity opportunity
provided by the Offer, JLL agreed to terminate the Mova Agreement in order to
permit the Offer to go forward on a timely basis.
    

    
    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 exist between JLL and the
Mova Group or any other Patheon shareholder.  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.  JLL stands ready to acquire any and all shares tendered to the
Offer, however, JLL will not 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
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         The Dealer Manager for the Offer is:
     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            Toronto, ON  M5J 2S1
     America):
    (888) 290-1555                        Telephone: (416) 350-2201
    Telephone Collect (outside North
     America): (416) 637-4661


    




For further information:

For further information: Brian Wade, +1-212-210-9317

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JLL PARTNERS, INC.

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