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Patheon Inc. Files Proxy Statement for Special Meeting of Shareholders

    Patheon Inc. Files Proxy Statement for Special Meeting of Shareholders

PR Newswire

TORONTO, Feb. 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 66⅔% 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.
 
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