Patheon shareholders approve plan of arrangement

TORONTO, March 6, 2014 /CNW/ - 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 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 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. 
Patheon Inc. Tel: (919) 226-3200 Email:investorrelations@patheon.com 
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CO: Patheon Inc.
ST: Ontario
NI: MTC TNM MNA  
-0- Mar/06/2014 17:21 GMT
 
 
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