Patheon shareholders approve plan of arrangement

               Patheon shareholders approve plan of arrangement

PR Newswire

TORONTO, March 6, 2014

TORONTO, March  6, 2014  /PRNewswire/ -  Patheon Inc.  (TSX: PTI)  ("Patheon") 
today announced that at a special  meeting (the "Special Meeting") of  holders 
of  its  restricted  voting   shares  ("Shareholders")  held  earlier   today, 
Shareholders  passed  a  special  resolution  (the  "Arrangement  Resolution") 
approving a statutory plan of arrangement (the "Arrangement") under the Canada
Business Corporations Act  (the "CBCA")  pursuant to  which JLL/Delta  Patheon 
Holdings, L.P.  ("Newco")  will  indirectly  acquire all  of  the  issued  and 
outstanding restricted  voting shares  of Patheon.  Newco is  sponsored by  an 
entity controlled by JLL Partners, Inc. ("JLL") and Koninklijke DSM N.V.

Assuming the  Arrangement  is  completed, Shareholders  will  be  entitled  to 
receive US$9.32 in  cash for each  restricted voting share  they hold. All  of 
Patheon's outstanding options will be deemed  to be vested upon completion  of 
the Arrangement and holders will be entitled to receive a cash amount equal to
the amount by  which US$9.32 exceeds  the exercise price  of such option.  All 
options with  an exercise  price equal  to  or greater  than US$9.32  will  be 
cancelled without  consideration.  All  payments  are  subject  to  applicable 
withholding taxes, if any.

The Arrangement Resolution was approved by approximately 99% of the votes cast
by Shareholders  and  approximately  99%  of  the  votes  cast  by  "minority" 
Shareholders (Shareholders  other than  affiliates of  JLL and  James  Mullen, 
Chief Executive Officer of Patheon) at the Special Meeting.

The completion of the Arrangement is subject to receipt of a Final Order  from 
the  Ontario  Superior  Court  of  Justice  (Commercial  List)  (the  "Court") 
approving the Arrangement as well as the satisfaction of certain other closing
conditions customary in a transaction of this nature. The hearing date for the
Final Order is scheduled for Monday, March 10, 2014. Assuming that approval of
the Court  is obtained  on March  10, 2014  and all  other conditions  to  the 
completion of the transaction are satisfied or waived, it is expected that the
Arrangement will close on Tuesday, March 11, 2014. Delisting of the restricted
voting shares  from  the  Toronto  Stock Exchange  will  occur  following  the 
Arrangement becoming effective.

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 
ofBanner Pharmacaps- a market  leader in soft  gelatin capsule technology  - 
Patheonnow also includes a proprietary products and technology business.

Patheonprovides 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  acrossNorth 
AmericaandEurope.Patheonenables customer  products  to  be  launched  with 
confidence anywhere in the world. For more information visitwww.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 expected timing of
the transaction,  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, necessary court approvals and the satisfaction or waiver of
certain other  conditions  contemplated  by the  arrangement  agreement  dated 
November 18, 2013 between Patheon  and Newco. 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.

Cautionary Statement

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

SOURCE Patheon Inc.

Contact:

Patheon Inc.
Tel: (919) 226-3200
Email:investorrelations@patheon.com
 
Press spacebar to pause and continue. Press esc to stop.