Risk Metrics Group, PROXY Governance, Inc., and Glass, Lewis & Co.
TORONTO, Oct. 8 /CNW/ - MDS Inc. (TSX: MDS; NYSE: MDZ), a leading provider of products and services to the global life-sciences markets, today announced that three renowned proxy advisory firms - RiskMetrics Group, PROXY Governance, Inc., and Glass, Lewis & Co. - have recommended that MDS Inc. shareholders vote in favour of the sale of MDS Analytical Technologies for $650 million in cash to Danaher Corporation (NYSE: DHR). The sale was announced on September 2, 2009 and is subject to shareholder and regulatory approval, and other closing conditions.
"The MDS Board of Directors is pleased with the support of these highly respected proxy advisory firms and their recommendations that shareholders vote in favour of the sale of the MDS Analytical Technologies business," said James S. A. MacDonald, Chairman of MDS Inc.'s Board of Directors. "We believe the divestiture enables a substantial return of proceeds to shareholders and is in the best interests of the Company."
The Company currently intends to return approximately $400 million to $450 million of the sale proceeds to its shareholders by way of a share buyback through a Substantial Issuer Bid.
Divestiture Endorsed by Independent Third Parties
In its report, RiskMetrics, a leading provider of risk management and corporate governance services, noted that "the market has reacted clearly positively" to the proposed divestiture and that "shareholders are seeing value unlocked as a result of the Sale". RiskMetrics concludes its analysis by indicating that "the Sale Agreement warrants shareholder support."
PROXY Governance, a leading proxy advisory and voting firm, also endorsed the proposed transaction by MDS Inc., stating that "we generally support this sale transaction because it appears to place a fair value on the company based on the overall market reaction. The deal also appears to have unlocked additional value to shareholders. In addition, we support the board's active engagement in the process, as well as the use of an auction process to help maximize shareholder value."
Glass, Lewis & Co., a governance analysis and proxy voting firm, noted that MDS's "share price has increased 43% since the announcement" and that the firm recommends "that shareholders vote FOR this proposal."
Special Meeting of Shareholders
MDS Inc. has scheduled a Special Meeting of Shareholders to seek approval of the sale. The meeting will be held on October 20, 2009 at 4 p.m. EDT at the Toronto Congress Centre.
Management Information Circular
On September 24, MDS Inc. filed a Management Proxy Circular, which contains important information about MDS Inc. and the sale, as well as information related to voting procedures at the Special Meeting of Shareholders. A copy of the Management Proxy Circular has been filed with the Canadian Securities Administrators and the U.S. Securities and Exchange Commission, and is available on their respective Websites at www.sedar.com or www.sec.gov/edgar.shtml, and at the Company's Website at www.mdsinc.com. Shareholders are urged to read the Management Proxy Circular in its entirety.
MDS Inc. Strategic Direction Going Forward
In addition to the sale of MDS Analytical Technologies, the Company also announced on September 2, 2009 that it intends to sell its MDS Pharma Services business, a leading provider of innovative drug discovery and early-stage development solutions for pharmaceutical and biotechnology companies. Upon completion of these transactions, the Company would be focused solely on its MDS Nordion business, which is a leading provider of medical isotopes for molecular and diagnostic imaging, radiotherapeutics and sterilization technologies. Additional background materials pertaining to the new strategic direction for MDS Inc. can be found on MDS Inc.'s Website at http://www.mdsinc.com/strategic_repositioning_of_mds/index.asp.
MDS Inc. (TSX: MDS; NYSE: MDZ) is a global life sciences company that provides market-leading products and services that our customers need for the development of drugs, and the diagnosis and treatment of disease. We are a leading global provider of pharmaceutical contract research, medical isotopes for molecular imaging, radiotherapeutics, and analytical instruments. MDS has more than 4,200 highly skilled people in 13 countries. Find out more at www.mdsinc.com or by calling 1-888-MDS-7222, 24 hours a day.
Caution Concerning Forward-Looking Statements
This document contains forward-looking statements. Some forward-looking statements may be identified by words like "expects", "anticipates", "plans", "intends", "indicates" or similar expressions. The statements are not a guarantee of future performance, and are inherently subject to risks and uncertainties. MDS's actual results could differ materially from those expressed in the forward-looking statements due to these risks and a number of other factors, including, but not limited to, successful implementation of structural changes, including restructuring plans and acquisitions, technical or manufacturing or distribution issues, the competitive environment for MDS's products and services, the degree of market penetration of its products and services, the ability to secure a reliable supply of raw materials, the impact of our clients' exercising rights to delay or cancel certain contracts, the strength of the global economy, the stability of global equity markets, the availability and cost of financing, the impact of the movement of the U.S. dollar relative to other currencies, particularly the Canadian dollar and the euro, uncertainties associated with critical accounting assumptions and estimates, and other factors set forth in reports and other documents filed by MDS with Canadian and U.S. securities regulatory authorities from time to time, including MDS's quarterly and annual MD&A, Annual Information Form, and Annual Report on Form 40-F for the fiscal year ended October 31, 2008, filed with the U.S. Securities & Exchange Commission.
SOURCE Nordion Inc.
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