JLL Rejects Non-Binding Acquisition Proposal From Lonza Group AG



    
    JLL ANNOUNCES OFFER TO ACQUIRE PATHEON SHARES WILL NOT BE EXTENDED, OFFER
    PRICE WILL NOT BE INCREASED AND JLL WILL NOT PURSUE COMPULSORY ACQUISITION
    OR SUBSEQUENT ACQUISITION TRANSACTION IN CONNECTION WITH THE OFFER




    
    NEW YORK, Aug. 21 /CNW/ -- JLL Partners, Inc. and its affiliate, JLL
Patheon Holdings, LLC (collectively, "JLL"), today announced that it will
reject the non-binding proposal by Lonza Group AG (SIXX: LONN) to acquire all
of the outstanding Restricted Voting Shares of Patheon Inc. (TSX: PTI) (the
"Lonza Proposal").  As JLL has previously communicated to the special
committee of the Patheon Board of Directors (the "Special Committee"), JLL is
not interested in selling its position in Patheon at this time.  JLL will not
enter into negotiations regarding the Lonza Proposal and Patheon shareholders
should be aware that a transaction with Lonza can not occur without JLL's
support.  The Lonza Proposal is conditioned on, among other things, acceptance
of the Lonza Proposal by the holders of at least 67% of the outstanding
Patheon Restricted Voting Shares.  JLL is the single largest shareholder of
Patheon and holds Restricted Voting Shares representing approximately 57% of
the shares outstanding.

    In addition to its controlling ownership position, under the terms of the
Investor Agreement between Patheon and JLL, Patheon is prohibited from taking
certain significant corporate actions without JLL's prior consent.  In
particular, Patheon may not engage in "any merger, consolidation, sale of all
or substantially all of the assets of the Company or any similar business
combination transaction" and may not engage in "any issuance of additional
Restricted Voting Shares or other equity securities of the Company, or
securities convertible for or exchangeable into, such securities" without
JLL's prior approval.

    JLL also announced today that it will not extend its offer (the "Offer")
to acquire any and all of the outstanding Restricted Voting Shares of Patheon.
 The Offer is currently scheduled to expire at 6:00 p.m., Toronto time, on
August 26, 2009, following which the Offer will terminate and will not be
further extended. JLL further announced today that it will not increase the US
$2.00 per share price payable in the Offer and it will not pursue a compulsory
acquisition or subsequent acquisition transaction in connection with the
Offer.

    JLL decided to terminate the Offer and not pursue a compulsory
acquisition or subsequent acquisition transaction in connection with the Offer
in order to permit Patheon to resume its normal business operations and allow
management to focus on driving growth in the business.  In the absence of the
Offer and the prospect of a related compulsory acquisition or subsequent
acquisition transaction, JLL intends to focus on growing the business and
creating value.  However, JLL reserves the right to engage in other
transactions involving Patheon and its securities in the future.
    

    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 Web Site:
http://www.jllpartners.com

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