Patheon Special Committee Announces Court Rejection of JLL's Attempt to Limit its Mandate and Membership



    
            - Authorizes Commencement of Legal Action Against JLL

     - Continues to Recommend Independence and Current Company Strategy
    

    TORONTO, May 19 /CNW/ - The Special Committee of Independent Directors of
Patheon Inc. ("Patheon") (TSX:PTI) announced that this morning the Ontario
Superior Court of Justice rejected the motion by JLL Patheon Holdings LLC and
its affiliates ("JLL") for an injunction to block the expansion of the Special
Committee's membership and mandate.
    The changes to the Special Committee, announced on May 14, 2009, are
intended to ensure the Committee can continue to fulfill its responsibility to
protect all Patheon shareholders in the face of JLL's coercive and inadequate
offer and JLL's related actions.
    The Court's rejection of JLL's motion follows a hearing held on Friday,
May 15. The Court said that it expected to release reasons later this week.
    With this morning's Court decision, the mandate of the Special Committee
remains to represent shareholder interests with regard to:

    
    -   The Offer by JLL should it be extended beyond May 19
    -   Any squeeze-out transaction that JLL may propose
    -   The related requisition for a special meeting from dissident
        shareholders led by former director Joaquin B. Viso
    -   Litigation initiated by JLL in an attempt to overturn the results of
        Patheon's April 29th Annual Meeting
    -   Pursuing legal actions, if appropriate, against JLL or other parties
    

    "The Special Committee continues to defend the best interests of all
Patheon shareholders. In court, we successfully argued against JLL's coercive
attempt to curtail the activities of the Committee," said Paul Currie,
Chairman of the Special Committee. "Previously, we forced JLL to abandon its
"side deal" with shareholders led by Mr. Viso by taking the matter to the
Ontario Securities Commission. Shareholders can be assured that the Special
Committee is in no way intimidated by JLL's tactics as it attempts to pursue
various avenues to take control of Patheon at an inadequate price. We will
take all responsible and appropriate actions, including litigation, to protect
Patheon shareholders."
    The Special Committee met after the Court's decision and directed its
counsel to commence legal action against JLL and its nominees to Patheon's
Board in respect of their conduct in connection with JLL's insider bid and
related matters.
    JLL's extended offer of US$2.00 per share (the "Offer") for any and all
Restricted Voting Shares of Patheon ("Shares") it does not already own expires
today. At the previous expiry, holders of 65% of the Shares rejected the
Offer, indicating a clear preference for the Special Committee's recommended
alternative of independence for the Company and continued implementation of
Patheon's strategic plan. Based on all information provided to it to date, the
Special Committee continues to believe that an independent Patheon,
successfully acting on its strategy, remains the best available alternative
for shareholders.
    Patheon shareholders can help maintain the independence of their company
simply by not tendering their shares to the JLL Offer. Any shares that have
been tendered since May 7, 2009 can be withdrawn until the expiry of the
extended Offer. For assistance, shareholders can call Kingsdale Shareholder
Services at 1-866-851-3212.

    ABOUT PATHEON

    Patheon Inc. (TSX:PTI; www.patheon.com) is a leading global provider of
contract development and manufacturing services to the global pharmaceutical
industry. Patheon prides itself in providing the highest quality products and
services to more than 300 of the world's leading pharmaceutical and
biotechnology companies. Patheon's services range from preclinical development
through commercial manufacturing of a full array of dosage forms including
parenteral, solid, semi-solid and liquid forms. Patheon uses many innovative
technologies including single-use disposables, Liquid-Filled Hard Capsules and
a variety of modified release technologies.
    Patheon's comprehensive range of fully integrated Pharmaceutical
Development Services includes pre-formulation, formulation, analytical
development, clinical manufacturing, scale-up and commercialization. Patheon
can take customers direct to clinic with global clinical packaging and
distribution services and Patheon's Quick to Clinic(TM) programs can
accelerate early phase development project to clinical trials while minimizing
the consumption of valuable API.
    Patheon's integrated development and manufacturing network of 11
facilities, and 6 development centers across North America and Europe, strives
to ensure that customer products can be launched with confidence anywhere in
the world.

    Caution Concerning Forward-Looking Statements

    This news release may contain forward-looking statements which reflect
management's expectations regarding the Company's future growth of operations,
performance (both operational and financial) and business prospects and
opportunities. These statements are made in the context of the risks and
uncertainties that are outlined in the Company's public documents, which can
be accessed on our website at www.patheon.com or on SEDAR at www.sedar.com.

    %SEDAR: 00001700E




For further information:

For further information: Special Committee: Information Agent for the
Special Committee, Kingsdale Shareholder Services, 1-866-851-3212; Media: John
Lute, Lute & Company, (416) 929-5883, email jlute@luteco.com

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