TORONTO, Feb. 25, 2014 /CNW/ - Patheon Inc. (TSX:PTI) ("Patheon" or the
"Company") announces that Institutional Shareholder Services Inc.
("ISS"), a leading independent proxy advisory firm that provides advice
and voting recommendations to shareholders, has published a report
recommending that its subscribers vote "FOR" the resolution approving
the statutory plan of arrangement under the Canada Business Corporations Act (the "Arrangement") that would effect a going private transaction for
Patheon. On the closing of the proposed Arrangement, which was
originally announced on November 19, 2013, JLL/Delta Patheon Holdings,
L.P. ("Newco") will acquire, directly or indirectly, all of the
restricted voting shares of Patheon at a cash price of US$9.32 per
restricted voting share. Newco is sponsored by an entity controlled by
JLL Partners, Inc. and Koninklijke DSM N.V.
The ISS report points to, among other things, the substantial premium
minority shareholders will receive for their restricted voting shares
and the favourable market reaction to the proposed Arrangement, in
concluding that minority shareholders should support the transaction.
ISS further recommended voting in favour on the resolution approving, on
an advisory (non-binding) basis, specified compensation that may become
payable to named executive officers of Patheon in connection with the
Patheon also announces that all merger control approvals that the
parties have determined are required in connection with the
Arrangement, including the approval of the Federal Competition
Commission in Mexico, have been obtained.
The implementation of the Arrangement remains subject to approval by a
majority of the votes cast by holders of restricted voting shares
("Shareholders") other than affiliates of JLL Partners, Inc. (the "JLL
Entities") and certain officers of Patheon (the "Minority Vote") at the
upcoming special meeting of Shareholders, in addition to approval by
66⅔% of the votes cast by all Shareholders. The Arrangement also
remains subject to the approval of the Ontario Superior Court of
Justice and the satisfaction or waiver of certain conditions
contemplated by the arrangement agreement dated November 18, 2013
between Patheon and Newco.
Certain JLL Entities and all of the directors and executive officers of
Patheon who hold restricted voting shares have entered into voting
agreements pursuant to which, among other things, they have agreed to
vote their restricted voting shares in favour of the Arrangement. As a
result, holders of approximately 66.08% of the restricted voting shares
and 20.45% of the restricted voting shares eligible to vote in the
Minority Vote have agreed to vote their shares in favour of the
The special meeting of Shareholders to consider, and if deemed
advisable, to approve, the Arrangement is scheduled to be held at 9:30
a.m. (Eastern Time) on Thursday, March 6, 2014 at the offices of
Dentons Canada LLP, 77 King Street West, Suite 400, Toronto, Ontario,
Canada. Shareholders are urged to carefully read the proxy statement
and management information circular dated February 4, 2014 (the "Proxy
Statement") that was mailed to them in connection with the transaction.
Shareholders are reminded to vote before the proxy cut-off of 5:00 pm
(ET) on Tuesday, March 4, 2014.
Shareholders who require assistance in voting their proxy may direct
their inquiries to Patheon's proxy solicitation agent, Georgeson,
toll-free in North America at 1-866-656-4121 or internationally by
dialing 781-575-2182 collect or by email at firstname.lastname@example.org.
Permission to quote from the ISS report was neither sought nor obtained.
Additional Information about the Arrangement and Where to Find It
Patheon has filed the Proxy Statement with the United States Securities
and Exchange Commission and has delivered the Proxy Statement to its
shareholders. The Proxy Statement has also been filed on SEDAR.
Investors and security holders of Patheon are urged to read the Proxy
Statement and the other relevant materials because such materials
contain important information about Patheon, Newco and the proposed
Patheon and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders
of Patheon in connection with the Arrangement. Additional information
regarding the direct and indirect interests of Patheon and its
directors and executive officers in the proposed transaction is
included in the Proxy Statement.
About Patheon Inc.
Patheon Inc. is a leading provider of contract development and
commercial manufacturing services to the global pharmaceutical industry
for a full array of solid and sterile dosage forms. Through the
company's recent acquisition of Banner Pharmacaps - a market leader in
soft gelatin capsule technology - Patheon now also includes a
proprietary products and technology business.
Patheon provides the highest quality products and services to
approximately 300 of the world's leading pharmaceutical and
biotechnology companies. The company's integrated network consists of
15 locations, including 12 commercial contract manufacturing facilities
and 9 development centers across North America and Europe. Patheon
enables customer products to be launched with confidence anywhere in
the world. For more information visit www.patheon.com.
This press release contains "forward-looking information" or
"forward-looking statements" within the meaning of applicable Canadian
securities laws, including statements regarding the proposed
transaction and the holding of the special meeting of Shareholders on
March 6, 2014, which forward-looking statements may use forward-looking
terminology such as "may", "will", "expect", "anticipate", "believe",
"continue", "potential", or the negative thereof or other variations
thereof or comparable terminology. Such forward-looking statements may
include, without limitation, statements regarding the completion of the
proposed transaction and other statements that are not historical
These forward-looking statements reflect beliefs and assumptions which
are based on Patheon's perception of current conditions and expected
future developments, as well as other factors management believes are
appropriate in the circumstances. Patheon's beliefs and assumptions may
prove to be inaccurate and consequently Patheon's actual results could
differ materially from the expectations set out herein.
While such forward-looking statements are expressed by Patheon, as
stated in this release, in good faith and believed by Patheon to have a
reasonable basis, they are subject to important risks and uncertainties
including, without limitation, risks and uncertainties relating to the
transaction and financing thereof, required Shareholder approval and
necessary court approvals, the satisfaction or waiver of certain other
conditions contemplated by the arrangement agreement dated November 18,
2013 between Patheon and Newco, disruptions resulting from the proposed
transaction making it more difficult to maintain business
relationships, and changes in applicable laws or regulations, which
could cause actual results to differ materially from future results
expressed, projected or implied by the forward-looking statements. As a
result of these risks and uncertainties, the proposed transaction could
be modified, restructured or may not be completed, and the results or
events predicted in these forward-looking statements may differ
materially from actual results or events. These forward-looking
statements are not guarantees of future performance, given that they
involve risks and uncertainties. Patheon is not affirming or adopting
any statements made by any other person in respect of the proposed
transaction and expressly disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except in accordance with
applicable securities laws or to comment on expectations of, or
statements made by any other person in respect of the proposed
Investors should not assume that any lack of update to a previously
issued forward-looking statement constitutes a reaffirmation of that
statement. Reliance on forward-looking statements is at an investor's
No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.
SOURCE: Patheon Inc.