- Proposal in line with Lonza's stated strategy of expanding the
offering across the pharmaceutical manufacturing value chain
- Lonza proposal significant improvement in value for Patheon
BASEL, SWITZERLAND and TORONTO, Aug. 21 /CNW/ - The Special Committee of
Independent Directors of Patheon Inc. (TSX:PTI) and Lonza Group AG (SIX:LONN)
announced today that Lonza, one of the world's leading suppliers to the
pharmaceutical, healthcare and life science industries, has submitted a
non-binding proposal to acquire all of the outstanding Restricted Voting
Shares of Patheon at a price of US$3.55 per Restricted Voting Share.
"Our interest in Patheon is consistent with Lonza's stated strategy of
expanding our offering across the pharmaceutical manufacturing value chain. An
acquisition of Patheon would take us into the complementary activities of
finished dosage development and manufacturing for both small molecule and
biological active ingredients. With Patheon, Lonza would be in a unique
position to offer its customers manufacturing capability across the complete
supply chain," said Stefan Borgas, CEO of Lonza.
Paul Currie, Chairman of the Special Committee of Independent Directors
of Patheon, said that, if completed, a transaction at the price proposed by
Lonza would be a significant improvement in value for Patheon shareholders
above the current offer from JLL Patheon Holdings LLC ("JLL").
Lonza has signed a confidentiality and standstill agreement with Patheon.
In turn, Patheon has also agreed not to negotiate an acquisition transaction
with any party other than Lonza for a period ending September 30, 2009,
subject to extension in certain circumstances. During this period, Lonza will
be given additional access to information regarding Patheon so that it may
complete its confirmatory due diligence. The terms of the exclusivity period
permit Patheon to respond to an unsolicited superior acquisition proposal,
subject to certain restrictions. The Lonza proposal does not commit either
party to complete any transaction.
"Based on all of the information available to it, the Special Committee's
view has been that Patheon continuing as an independent company is a more
attractive alternative than the JLL offer," Mr. Currie said. "The Special
Committee also believes that the Lonza proposal would provide an excellent
opportunity to secure the successful future development of Patheon, and that
it is in the best interest of all Patheon shareholders to explore the Lonza
The transaction contemplated by the Lonza proposal would be subject to
Lonza being satisfied with the completion of its confirmatory due diligence
investigations, the parties entering into definitive documentation, and the
approval of each party's Board of Directors. There can be no assurance that
any such transaction will be completed or as to the terms of any such
Lonza is one of the world's leading suppliers to the pharmaceutical,
healthcare and life science industries. Its products and services span its
customers' needs from research to final product manufacture. Lonza is the
global leader in the production and support of active pharmaceutical
ingredients both chemically as well as biotechnologically. Biopharmaceuticals
are one of the key growth drivers of the pharmaceutical and biotechnology
industries. Lonza has strong capabilities in large and small molecules,
peptides, amino acids and niche bioproducts which play an important role in
the development of novel medicines and healthcare products. Lonza is a leader
in cell-based research, endotoxin detection and cell therapy manufacturing.
Lonza is also a leading provider of value chemical and biotech ingredients to
the nutrition, hygiene, preservation, agro and personal care markets.
Lonza is headquartered in Basel, Switzerland and is listed on the SIX
Swiss Exchange. In 2008, Lonza had sales of CHF 2.937 billion. Further
information can be found at www.lonza.com.
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 10
facilities, and seven 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.
This press release does not constitute an offer to buy or the
solicitation of an offer to sell restricted voting shares of Patheon Inc.
Lonza Group AG has not yet commenced, and may not commence, the proposed offer
described herein. Should Lonza Group AG commence an offer, it will only be
made pursuant to an offer to purchase and related materials to be filed with
Canadian securities regulators and distributed to shareholders of Patheon Inc.
You should read these documents if and when they become available because they
will contain important information about any such offer.
For further information:
For further information: Lonza: Media Relations, Dominik Werner, Tel +41
61 316 87 98, firstname.lastname@example.org; Investor Relations, Alexandre Pasini,
Tel +41 61 316 88 35, email@example.com; Media, Citigate Dewe
Rogerson, Michael Berkeley, David Dible, Emma Woollaston, Tel +44 20 7638
9571; Patheon Special Committee: Information Agent for the Special Committee,
Kingsdale Shareholder Services, 1-866-851-3212; Media, John Lute, Lute &
Company, Tel (416) 929-5883, firstname.lastname@example.org