TORONTO, Jan. 9 /CNW/ - Patheon Inc. ("Patheon" or the "Company")
(TSX:PTI), today announced that the Special Committee of independent directors
created by its Board of Directors to review the proposed unsolicited offer
from JLL Patheon Holdings, LLC ("JLL") has engaged independent advisors to
assist it in evaluating and making recommendations to the Board of Directors
and shareholders about what actions, if any, they should take in response to
the JLL offer.
The Special Committee is composed of Paul W. Currie (Chair), Claudio
Bussandri, Peter A.W.Green and Derek J. Watchorn, each of whom is independent
of Patheon management and not associated with JLL.
The Special Committee has met several times since beginning its work in
December. The Special Committee has engaged BMO Capital Markets as an
independent financial advisor to complete a formal valuation of Patheon. The
formal valuation is required by applicable securities laws because the offer
proposed by JLL would be considered an "insider bid".
In addition, the Special Committee has engaged Goldman, Sachs & Co. as
its financial advisor to assist in the evaluation of any offer made by JLL and
related matters. It has also retained Davies Ward Phillips & Vineberg LLP as
On December 8, 2008, Patheon announced it had been advised that JLL, an
affiliate of JLL Partners, Inc. ("JLL Partners") of New York, intended to make
an unsolicited offer to acquire any or all of the outstanding restricted
voting shares of Patheon that it does not already own at a price of US$2.00
per share in cash. Patheon understands that JLL currently holds 1,650,000 of
the restricted voting shares of the Company. JLL also owns convertible
preferred shares of Patheon which, if converted and taken together with its
holdings of restricted voting shares, would represent approximately 29% of the
restricted voting shares of the Company.
The Special Committee reminds Patheon shareholders that no offer has yet
been made for their shares of the Company and they do not need to take any
action at this time.
"While we are not in a position to make a recommendation to shareholders
since JLL has so far only announced an intention to make an offer, we are
fully prepared and committed to serving the best interests of Patheon and its
shareholders," said Paul Currie, Chairman of the Special Committee. "The
financial results for the fourth quarter indicate that the restructuring of
the Company is being successfully completed. The Special Committee fully
supports the five-year strategic plan and the 2009 fiscal year budget that
were developed by the management team led by Wes Wheeler and recently approved
by the Board".
The Special Committee will provide additional information to shareholders
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: Special Committee: John Lute, Lute & Company,
(416) 929-5883, Email firstname.lastname@example.org; Patheon Investor Relations: Ms. Jean
Treadwell, Tel: (905) 816-8344, Email: email@example.com