SAN JUAN, May 5 /CNW/ - TSX:PTI - Mr. Joaquin Viso and Ms Olga Lizardi
announced today that they will be delivering to Patheon Inc. and its board of
directors a requisition for a special meeting of shareholders pursuant to
section 143 of the Canada Business Corporations Act. The meeting will be
requisitioned for the purpose of removing from office each of the directors
elected by holders of Patheon's Restricted Voting Shares and to elect nominees
to be proposed at or before the meeting to fill the vacancies created by such
removal. It is proposed that those replacement nominees include Wesley
Wheeler, Patheon's President and Chief Executive Officer and Mr. Viso,
Patheon's largest single shareholder. In making this announcement, Mr. Viso
expressed his deep concern with the outcome of Patheon's recent annual general
meeting. Among other things, he stated that he believes that Mr. Wheeler's
departure from the Board could have material adverse business implications. "I
believe that Mr. Wheeler's departure sends a negative message to the company's
senior management, key customers and other important stakeholders, with whom
he enjoys excellent relationships. In my opinion, Mr. Wheeler's extended
absence from the Board would clearly be contrary to Patheon's best interests"
Mr. Viso stated.
Mr. Viso also noted several other reasons for his decision to seek major
changes to the Board: "These directors, individually and collectively, have no
meaningful experience in Patheon's industry. They collectively hold an
immaterial amount of Patheon stock - substantially less than one percent of
the outstanding stock, according to public filings. And they have authorized
the expenditure of substantial funds in defence of a takeover bid with no
apparent benefit to shareholders. For all of these reasons, I have lost
confidence in the Board, as currently constituted."
Mr. Viso and Ms Lizardi currently own and control 10,824,053 Restricted
Voting Shares, representing approximately 12.0% of such class of security on
an unconverted basis. The Restricted Voting Shares were originally acquired by
Mr. Viso and Ms Lizardi for investment purposes as part of the consideration
received by them from Patheon for the shares of a private company. They may
increase or decrease their ownership of Restricted Voting Shares, whether in
the open market, by privately negotiated agreements, or otherwise.
This press release is issued pursuant to National Instrument 62-103 - The
Early Warning System and Related Take-Over Bid and Insider Reporting Issues,
which requires an early warning report to be filed on SEDAR (www.sedar.com)
containing additional information with respect to the foregoing matters.
For further information:
For further information: To obtain a copy of the early warning report
you may visit SEDAR or contact Ryan Szainwald at (416) 849-6892