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.  
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