Leading independent advisory firm ISS Recommends In Favour of the Arrangement Involving Patheon Inc.

Leading independent advisory firm ISS Recommends In Favour of the Arrangement 
Involving Patheon Inc. 
TORONTO, Feb. 25, 2014 /CNW/ - Patheon Inc. (TSX:PTI) ("Patheon" or the 
"Company") announces that Institutional Shareholder Services Inc. ("ISS"), a 
leading independent proxy advisory firm that provides advice and voting 
recommendations to shareholders, has published a report recommending that its 
subscribers vote "FOR" the resolution approving the statutory plan of 
arrangement under the Canada Business Corporations Act (the "Arrangement") 
that would effect a going private transaction for Patheon. 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 at a cash price of 
US$9.32 per restricted voting share. Newco is sponsored by an entity 
controlled by JLL Partners, Inc. and Koninklijke DSM N.V. 
The ISS report points to, among other things, the substantial premium minority 
shareholders will receive for their restricted voting shares and the 
favourable market reaction to the proposed Arrangement, in concluding that 
minority shareholders should support the transaction. 
ISS further recommended voting in favour on the resolution approving, on an 
advisory (non-binding) basis, specified compensation that may become payable 
to named executive officers of Patheon in connection with the Arrangement. 
Patheon also announces that all merger control approvals that the parties have 
determined are required in connection with the Arrangement, including the 
approval of the Federal Competition Commission in Mexico, have been obtained. 
The implementation of the Arrangement remains subject to approval by a 
majority of the votes cast by holders of restricted voting shares 
("Shareholders") other than affiliates of JLL Partners, Inc. (the "JLL 
Entities") and certain officers of Patheon (the "Minority Vote") at the 
upcoming special meeting of Shareholders, in addition to approval by 66⅔% of 
the votes cast by all Shareholders.  The Arrangement also remains subject to 
the approval of the Ontario Superior Court of Justice and the satisfaction or 
waiver of certain conditions contemplated by the arrangement agreement dated 
November 18, 2013 between Patheon and Newco. 
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. 
The special meeting of Shareholders to consider, and if deemed advisable, to 
approve, the Arrangement 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. Shareholders are urged to 
carefully read the proxy statement and management information circular dated 
February 4, 2014 (the "Proxy Statement") that was mailed to them in connection 
with the transaction. Shareholders are reminded to vote before the proxy 
cut-off of 5:00 pm (ET) on Tuesday, March 4, 2014. 
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. 
Permission to quote from the ISS report was neither sought nor obtained. 
Additional Information about the Arrangement and Where to Find It 
Patheon has filed the Proxy Statement with the United States Securities and 
Exchange Commission and has delivered the Proxy Statement 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 and the holding of the 
special meeting of Shareholders on March 6, 2014, 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 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, required 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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CO: Patheon Inc.
ST: Ontario
NI: MTC  
-0- Feb/26/2014 00:57 GMT
 
 
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