TORONTO, May 7 /CNW/ - The Special Committee of Independent Directors of
Patheon Inc. ("Patheon") (TSX:PTI) today responded to the announcement by
Joaquin B. Viso and his spouse that they intend to requisition a meeting of
shareholders of Patheon to seek to remove all of the independent directors of
The Special Committee is concerned that the timing of this announcement
was calculated to influence Patheon shareholders as they consider whether to
tender to the unsolicited offer (the "Offer") by JLL Patheon Holdings LLC
("JLL") for "any and all" of the Company's Restricted Voting Shares it does
not already hold. That Offer is scheduled to expire later today.
The Special Committee continues to recommend that Patheon shareholders
prevent the possibility of a "creeping takeover" of their Company by NOT
tendering their Restricted Voting Shares to the JLL Offer which it considers
inadequate, opportunistic and coercive.
The Special Committee recommends that shareholders consider:
- Mr. Viso is the leader of a group of shareholders (the "MOVA Group"),
which acquired Patheon shares as consideration for the acquisition of
MOVA Pharmaceutical Corporation, an acquisition which Patheon
subsequently wrote down by more than US$254 million.
- The MOVA Group, led by Mr. Viso, entered into a "side deal" with JLL
in connection with the JLL Offer. That side deal would have given them
an option to retain their share interest in Patheon and receive
special rights and protections. JLL was required to terminate this
side deal as a result of the Special Committee's complaint to the
Ontario Securities Commission.
- Mr. Viso has previously advised the Board that he and his associates
do not intend to accept the JLL Offer.
- The Special Committee believes that the results of Patheon's annual
meeting on April 29 are a clear indication of the shareholders' desire
for a more independent Board of Directors. This is consistent with the
Special Committee's view that an independent board is key to
successful achievement of Patheon's business plan as an independent
company. The alternative to the Offer that the Special Committee is
recommending to shareholders is that Patheon remain an independent
company and continue to execute its business plan. The Special
Committee believes that shareholders can realize more value over the
longer term by retaining their investment in Patheon and benefiting
from the realization of Patheon's potential than by tendering to the
Patheon's Board of Directors, which now consists of six independent
directors and JLL's three appointees, is expected to meet in the near future
to review the requisition and to take any appropriate action.
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
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.
For further information:
For further information: Contacts: Special Committee: Information Agent
for the Special Committee, Kingsdale Shareholder Services, 1-866-851-3212;
Media: John Lute, Lute & Company, (416) 929-5883, email firstname.lastname@example.org