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, 2012.
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 reporting issuer.
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.