TORONTO, March 11, 2014 /CNW/ - Patheon Inc. (TSX: PTI) ("Patheon")
announced today the completion of the previously announced statutory
plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act, pursuant to the arrangement agreement between Patheon and JLL/Delta
Patheon Holdings, L.P. ("DPx") dated November 18, 2013. DPx is
sponsored by an entity controlled by an affiliate of JLL Partners, Inc.
("JLL") and Koninklijke DSM N.V. ("DSM").
Pursuant to the Arrangement, DPx indirectly acquired all of the issued
and outstanding restricted voting shares of Patheon at a price of
US$9.32 cash for each share. All of the outstanding options of Patheon
were deemed to be vested and holders are entitled to receive a cash
amount equal to the amount by which US$9.32 exceeds the exercise price
of such option. All options with an exercise price equal to or greater
than US$9.32 were cancelled without consideration. All payments are
subject to applicable withtholding taxes, if any.
For registered holders of Patheon's restricted voting shares, payment of
the consideration will be processed after holders deposit their share
certificates with Computershare Trust Company of Canada (the
"Depositary"), in accordance with the instructions in the Letter of
Transmittal previously sent to registered shareholders. Any questions
regarding payment of the consideration, including any request for
another form of Letter of Transmittal, should be directed to the
Depositary via telephone at 1 (800) 564-6253 (toll free in North
America) or via email at firstname.lastname@example.org. Non-registered shareholders will receive payment of the consideration
through their broker, investment dealer, bank, trust company or other
intermediary that holds the restricted voting shares on their behalf.
Non-registered shareholders should contact their broker or other
intermediary for further details.
Patheon has withdrawn its shares from registration with the United
States Securities and Exchange Commission. Delisting of the restricted
voting shares from the Toronto Stock Exchange is expected to occur
shortly. As soon as practicable after the delisting of its restricted
voting shares, Patheon will apply to all applicable Canadian securities
regulatory authorities to cease to be a reporting issuer.
Pursuant to the Arrangement, Patheon was amalgamated with JLL/Delta
Canada Inc., an indirect subsidiary of DPx, and will continue to carry
on business under the name "Patheon Inc."
In connection with the completion of the Arrangement, DSM's DSM
Pharmaceutical Products ("DPP") business group was combined with
Further details with respect to the Arrangement can be found in
Patheon's proxy statement and management information circular dated
February 4, 2014.
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 is issued in compliance with section 102.1 of the Securities Act (Ontario) and National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues in connection with the acquisition by JLL/Delta Canada Inc., an indirect
wholly owned subsidiary of DPx, of all of the restricted voting shares
of Patheon pursuant to the Arrangement. A press release and early
warning report in respect of the acquisition of all of the restricted
voting shares of Patheon pursuant to the Arrangement will be filed with
the applicable securities commission or securities regulator in each
jurisdiction in which the Patheon is a reporting issuer.
JLL/Delta Canada Inc.
2100 Syntex Court
Mississauga, Ontario, Canada
To obtain a copy of the early warning report, please contact Daniel
Agroskin at 212-286-8600.
No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.
SOURCE: Patheon Inc.
For further information:
Tel: (919) 226-3200