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Last updated on April 20, 2014 at 1:20 EDT

Patheon Inc. Files Proxy Statement for Special Meeting of Shareholders

February 4, 2014

TORONTO, Feb. 4, 2014 /PRNewswire/ – Patheon Inc. (TSX:PTI) (“Patheon” or the
“Company”) announces that it has filed its definitive proxy statement
and management information circular (the “Proxy Statement”) with
Canadian and U.S. securities regulators in connection with a special
meeting of holders of restricted voting shares (the “Special Meeting”)
to be held to consider, and if deemed appropriate, to approve, among
other things, a statutory plan of arrangement under the Canada Business Corporations Act (the “Arrangement”) that would effect a going private transaction. The
Proxy Statement will also be mailed to Patheon’s shareholders. On the
closing of the proposed Arrangement, which was originally announced on
November 19, 2013, JLL/Delta Patheon Holdings, L.P. (“Newco”) will
acquire, directly or indirectly, all of the restricted voting shares of
Patheon. Newco is sponsored by an entity controlled by JLL Partners,
Inc. and Koninklijke DSM N.V.

On January 23, 2014, the Ontario Superior Court of Justice (Commercial
List) granted an interim order providing for the calling and holding of
the Special Meeting and certain other matters relating to the
Arrangement. A copy of the interim order is included in the Proxy
Statement.

The Special Meeting is scheduled to be held at 9:30 a.m. (Eastern Time)
on Thursday, March 6, 2014 at the offices of Dentons Canada LLP, 77
King Street West, Suite 400, Toronto, Ontario, Canada.

As previously announced, the Arrangement has been approved unanimously
by the Board of Directors of Patheon (with interested directors
abstaining) following the report and unanimous favourable
recommendation of a special committee of independent directors (the
“Independent Committee”). In so doing, both the Independent Committee
and the Board of Directors of Patheon determined that the Arrangement
is fair to holders of restricted voting shares (other than affiliates
of JLL Partners, Inc. (the “JLL Entities”) and the directors and
officers of Patheon) and is in the best interests of Patheon. Both the
Independent Committee and the Board of Directors recommend that
unaffiliated shareholders vote in favour of the arrangement resolution
at the Special Meeting.

Pursuant to the interim order and applicable law, the implementation of
the Arrangement will be subject to approval by a majority of the votes
cast by shareholders other than the JLL Entities and certain officers
of Patheon (the “Minority Vote”), in addition to approval by 66 % of
the votes cast by holders of restricted voting shares. JLL Entities
currently own 55.7% of the restricted voting shares of Patheon.

Certain JLL Entities and all of the directors and executive officers of
Patheon who hold restricted voting shares have entered into voting
agreements pursuant to which, among other things, they have agreed to
vote their restricted voting shares in favour of the Arrangement. As a
result, holders of approximately 66.08% of the restricted voting shares
and 20.45% of the restricted voting shares eligible to vote in the
Minority Vote have agreed to vote their shares in favour of the
Arrangement.

On January 22, 2014, an indirect subsidiary of Newco entered into a
purchase agreement whereby it agreed to sell US$450 million in the
aggregate principal amount of its senior notes. Assuming that
customary closing conditions are satisfied, it is expected that the
offering of such notes will close on February 5, 2014. On closing, the
proceeds will be placed into escrow to finance the Arrangement, among
other uses, pending the satisfaction of certain release conditions.

Patheon also announces that the waiting period under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired in
respect of the Arrangement, and that the European Commission has
provided its approval under the European Union Merger Regulation
(Council Regulation (EC) no 139/2004).

Patheon’s shareholders of record as of the close of business on February
4, 2014, will be entitled to receive notice of, and vote at, the
Special Meeting. The Proxy Statement, which the shareholders are
expected to receive in the coming days, provides important information
on the Arrangement and related matters, including voting procedures.
Shareholders who require assistance in voting their proxy may direct
their inquiries to Patheon’s proxy solicitation agent, Georgeson,
toll-free in North America at 1-866-656-4121 or internationally by
dialing 781-575-2182 collect or by email at askus@georgeson.com. The Proxy Statement is available free of charge on www.sedar.com and www.sec.gov.

Additional Information about the Arrangement and Where to Find It

As noted above, Patheon has filed the Proxy Statement with the
Securities and Exchange Commission and it will be furnished to its
shareholders. The Proxy Statement has also been filed on SEDAR.
Investors and security holders of Patheon are urged to read the Proxy
Statement and the other relevant materials because such materials
contain important information about Patheon, Newco and the proposed
transaction.

Patheon and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders
of Patheon in connection with the Arrangement. Additional information
regarding the direct and indirect interests of Patheon and its
directors and executive officers in the proposed transaction is
included in the Proxy Statement.

About Patheon Inc.

Patheon Inc. is a leading provider of contract development and
commercial manufacturing services to the global pharmaceutical industry
for a full array of solid and sterile dosage forms. Through the
company’s recent acquisition of Banner Pharmacaps – a market leader in
soft gelatin capsule technology – Patheon now also includes a
proprietary products and technology business.

Patheon provides the highest quality products and services to
approximately 300 of the world’s leading pharmaceutical and
biotechnology companies. The company’s integrated network consists of
15 locations, including 12 commercial contract manufacturing facilities
and 9 development centers across North America and Europe. Patheon
enables customer products to be launched with confidence anywhere in
the world. For more information visit www.patheon.com.

Forward-looking statements:

This press release contains “forward-looking information” or
“forward-looking statements” within the meaning of applicable Canadian
securities laws, including statements regarding the proposed
transaction, expected timing of the transaction, the holding of the
Special Meeting on March 6, 2014, and Newco subsidiary’s senior note
financing, which forward-looking statements may use forward-looking
terminology such as “may”, “will”, “expect”, “anticipate”, “believe”,
“continue”, “potential”, or the negative thereof or other variations
thereof or comparable terminology. Such forward-looking statements may
include, without limitation, statements regarding the completion of the
proposed transaction and other statements that are not historical
facts.

These forward-looking statements reflect beliefs and assumptions which
are based on Patheon’s and Newco’s perception of current conditions and
expected future developments, as well as other factors management
believes are appropriate in the circumstances. Patheon’s beliefs and
assumptions may prove to be inaccurate and consequently Patheon’s
actual results could differ materially from the expectations set out
herein.

While such forward-looking statements are expressed by Patheon, as
stated in this release, in good faith and believed by Patheon to have a
reasonable basis, they are subject to important risks and uncertainties
including, without limitation, risks and uncertainties relating to the
transaction and financing thereof, Newco’s significant levels of
indebtedness as a result of the proposed transaction, Newco’s inability
to complete the anticipated financing as contemplated by applicable
commitment letters prior to the contractually required time for closing
of the proposed transaction or otherwise secure favourable terms for
such financing, approval of applicable governmental authorities,
required Patheon shareholder approval and necessary court approvals,
the satisfaction or waiver of certain other conditions contemplated by
the arrangement agreement dated November 18, 2013 between Patheon and
Newco, disruptions resulting from the proposed transaction making it
more difficult to maintain business relationships, and changes in
applicable laws or regulations, which could cause actual results to
differ materially from future results expressed, projected or implied
by the forward-looking statements. As a result of these risks and
uncertainties, the proposed transaction could be modified, restructured
or may not be completed, and the results or events predicted in these
forward-looking statements may differ materially from actual results or
events. These forward-looking statements are not guarantees of future
performance, given that they involve risks and uncertainties. Patheon
is not affirming or adopting any statements made by any other person in
respect of the proposed transaction and expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except in accordance with applicable securities laws or to
comment on expectations of, or statements made by any other person in
respect of the proposed transaction.

Investors should not assume that any lack of update to a previously
issued forward-looking statement constitutes a reaffirmation of that
statement. Reliance on forward-looking statements is at an investor’s
own risk.

Cautionary Statement:

No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.

SOURCE Patheon Inc.


Source: PR Newswire