TORONTO, April 14 /CNW/ - The Special Committee of Independent Directors
of Patheon Inc. ("Patheon") (TSX:PTI) today provided a further update on the
status of its application to the Ontario Securities Commission ("OSC")
regarding the legality of the unsolicited offer (the "Offer") by JLL Patheon
Holdings LLC ("JLL") to acquire any and all of the issued and outstanding
restricted voting shares (the "Restricted Voting Shares") of Patheon not owned
by JLL or its affiliates.
The OSC determined last Thursday that JLL's application for exemptive
relief could not be considered without a full public hearing, which would not
be held until April 30 or May 1. At that hearing, the OSC would also consider
the Special Committee's application.
Since last Thursday, the parties have been in discussions with OSC staff
regarding the conditions on which JLL would be permitted to proceed with its
offer. An OSC pre-hearing has been scheduled for the afternoon of April 15 to
consider these conditions. In connection with these proceedings, JLL has
offered to: terminate its side deal with a group of Patheon shareholders (the
"MOVA Group"), led by Joaquin Viso; make necessary amendments to the Offer and
related Offering Circular; and extend the Offer for more than 10 additional
days, if the foregoing would be sufficient for the Special Committee's
application not to proceed to a full hearing.
The Special Committee has made submissions to the OSC regarding the
sufficiency of these actions by JLL, and other conditions that might be
imposed if JLL is permitted to proceed with the Offer.
The Special Committee believes that, as a result of these proceedings,
JLL will likely be required to extend the Offer beyond the currently scheduled
expiry date of April 16.
As previously announced, the Board of Directors of Patheon has determined
that, based on the unanimous recommendation of the Special Committee, the
Offer is INADEQUATE and advises holders ("Shareholders") of Restricted Voting
Shares of Patheon to NOT TENDER their shares to the Offer. BMO Capital Markets
has delivered an independent valuation to the Special Committee indicating
that, as of February 16, 2009, the fair value of the Restricted Voting Shares
is in the range of US4.20 to US$5.00.
The Special Committee believes that Patheon remaining an independent
company and executing its business plan can permit Shareholders to realize
substantial value, well in excess of the Offer, by retaining their investment
in the Company and benefitting from the realization of Patheon's potential.
Shareholders who have tendered their Restricted Voting Shares to the
Offer and wish to obtain advice or assistance in withdrawing their shares
should contact their broker or Kingsdale Shareholder Services Inc., Patheon's
information agent, at the phone number below.
The Special Committee will provide further updates regarding the OSC
proceedings or other developments as warranted.
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
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 firstname.lastname@example.org