NEW YORK, Dec. 17, 2012 /CNW/ - JLL Patheon Holdings, Cooperatief U.A.
("JLL Cooperatief") announces that on December 14, 2012, it subscribed for 5,262,413
restricted voting shares ("Restricted Voting Shares") of Patheon Inc. (the "Company"), pursuant to its pro rata basic subscription privilege, at a purchase
price of US$3.19 per Restricted Voting Share for an aggregate payment
of US$16,787,097.47. JLL Cooperatief also made, pursuant to an
over-subscription privilege, an additional payment of US$13,210,012.78,
all or a portion of which will be used to acquire any additional
Restricted Voting Shares which remain unsubscribed on December 28,
The Restricted Voting Shares subscribed for by JLL Cooperatief pursuant
to the basic subscription privilege represent approximately 3.79% of
the Restricted Voting Shares outstanding after giving effect to the
Rights Offering. Following the subscription of Restricted Voting
Shares, JLL Cooperatief is deemed to beneficially own 77,620,594
Restricted Voting Shares of the Company, representing approximately
55.96% of such class of security.
The Company used the proceeds of the Rights Offering to partially
finance its acquisition of Sobel USA Inc. and Banner Pharmacaps Europe
B.V. (the "Acquisition"). In connection with the Acquisition, JLL Partners Fund V, L.P., an
affiliate of JLL Cooperatief, entered into a commitment letter with the
Company (the "Equity Commitment Letter"), pursuant to which JLL Cooperatief provided its full subscription
payments with respect to its basic subscription privilege and its
maximum potential over-subscription privilege in order to satisfy its
obligations under the Equity Commitment Letter.
As soon as practicable after the closing of the Company's rights
offering ("Rights Offering"), excess funds held by the subscription agent will be returned to the
Company's shareholders, including JLL Cooperatief, who provided such
funds. This participation of JLL Cooperatief in the Rights Offering has
the same effect as a "stand-by commitment", as JLL Cooperatief intends,
after the closing of the Rights Offering, to acquire all of the
Restricted Voting Shares not acquired under the basic subscription
privilege or the over-subscription privilege by other shareholders.
This press release is issued by JLL Cooperatief pursuant to section
102.1 of the Securities Act (Ontario) and National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues. JLL Cooperatief will file a press release and early warning report in
respect of this acquisition with the applicable Securities Commission
or Securities Regulator in each jurisdiction in which the Company is a
JLL Patheon Holdings, Cooperatief U.A.
450 Lexington Avenue
New York, NY 10017
SOURCE: JLL Patheon Holdings, Cooperatief U.A.
For further information:
Daniel Agroskin at 212-286-8600.