Breaking News

Tweet TWEET

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.

PR Newswire

TORONTO, Feb. 25, 2014

TORONTO, Feb. 25, 2014 /PRNewswire/ - 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.
 
Press spacebar to pause and continue. Press esc to stop.