Royal DSM and JLL Partners Create DPx

  Royal DSM and JLL Partners Create DPx

USD 2.65 billion transaction to create global CDMO leader successfully
completed

Business Wire

NEW YORK & HEERLEN, Netherlands -- March 11, 2014

JLL Partners (JLL), the middle-market private equity firm, and Royal DSM
(Euronext: DSM KON), the global Life Sciences and Materials Sciences company,
today announced the successful closing of the transaction announced in
November 2013 combining DSM Pharmaceutical Products (DPP) and Patheon Inc.
into a new privately held company, named DPx Holdings B.V. (DPx). As of today,
DPx, a leading global contract development and manufacturing organization
(CDMO) for the pharmaceutical industry with anticipated sales of around USD 2
billion (pro-forma), a strong EBITDA and operational cash flow and more than
8,000 employees, will become operational.

DPx is 51% owned by JLL and 49% by Royal DSM. With headquarters in Durham,
N.C., DPX’s global footprint includes 24 global locations across North
America, Europe, Latin America and Australia. The company is led by DPx CEO,
Jim Mullen, former CEO of Patheon, and will be run as an independent
standalone company. DPx is the parent company name and includes the business
units Patheon, DSM Fine Chemicals and Banner Life Sciences.

DPx provides a unique breadth of offerings from finished dosage (drug
products) to active substances (APIs) with a wide range of technologies and
offers comprehensive end-to-end solutions to a broad spectrum of companies
ranging from large pharmaceutical and biotech companies to specialty pharma
companies, generics and emerging pharma companies. It is a leader in
proprietary softgel formulations for over-the-counter, prescription and
nutritional consumer products through the Banner Life Sciences business.

Stefan Doboczky, Member of the DSM Managing Board and responsible for DSM’s
Pharma interests, commented: “I am proud to witness the formation of DPx, a
global top CDMO organization which will create substantial value for all
stakeholders. With this partnership DSM made another major step implementing
our strategy for our Pharma activities, growing via partnerships. Our
customers will greatly benefit from DPx’s unmatched depth and breadth of
capabilities and services. I am convinced that this exciting new venture will
be ideally positioned to help customers succeed with their unique needs.”

Paul S. Levy, Managing Director of JLL Partners, shared: “I am delighted that
we have been able to combine Patheon with the pharmaceutical assets of DSM.
This transaction is truly accretive with fundamental business logic. With DSM,
JLL Partners has now created a global leading pharmaceutical contract
manufacturer with the broadest product offering for our many and diverse
customers. Our management team, representing the best talent from each
company, is proven and completely committed to this enterprise. JLL is proud
to have been chosen by DSM, a major Dutch multinational with a storied past,
as a partner, and we look forward to rapidly integrating the two businesses
and building aggressively thereafter.”

“Starting today, we are better positioned to add scale, new value chain
capabilities and technologies, as well as expand our end-to-end service
offerings to our customers,” said Jim Mullen, CEO of DPx. “We will lead the
way in changing how services are purchased by our customers and in doing so we
will create great value for our customers and enhance our leadership position.
This key strategic principle will drive future growth and position us as the
global leader in the CDMO industry, with offerings unmatched by our
competitors.”

The highlights of the now completed USD 2.65 billion transaction are as
follows:

  *DPx is owned by JLL (51%) and DSM (49%)
  *JLL contributed USD 500 million in equity to DPx and DSM contributed DSM
    Pharmaceutical Products (DPP) and received approximately USD 115 million
    in cash and USD 75 million of Preferred Partnerships Interest, thereby
    valuing DPP at USD 670 million
  *DPx effected a Plan of Arrangement pursuant to the Canada Business
    Corporations Act (“POA”) with Patheon under which DPx acquired Patheon for
    USD 9.32 per share in cash resulting in a total enterprise value for
    Patheon of approximately USD 1.98 billion (about €1.43 billion)
  *DPx is well positioned to achieve integration, synergy and operational
    efficiency goals

DSM financial information

DSM expects the transaction to be accretive to its earnings per share from
2015 onwards. DSM will present the investment in DPx as an associated account
in accordance with the equity method. Under IFRS rules also DSM Sinochem
Pharmaceuticals was deconsolidated from 1 January 2014. Consequently, the
reporting of the Pharma cluster in the core EBITDA of DSM has been
discontinued from the beginning of 2014.

About DPx

DPx is the privately held parent company of the Patheon, Banner Life Sciences,
and DSM Fine Chemicals businesses. The company is a leading provider of CDMO
services, pharmaceutical products and products for other industries. Founded
in 2014 as a result of a deal between JLL Partners and Royal DSM, DPx has
three core business units, comprised of Patheon Pharma Services, DSM Fine
Chemicals and Banner Life Sciences. With global headquarters in Durham, N.C.,
DPx has a footprint of 24 locations across North America, Europe, Latin
America and Australia with more than 8,000 employees. DPx offers customers
unsurpassed quality, integrated offerings and value through these three core
business units. For more information, visit http://www.patheon.com/DPx.

About JLL Partners

JLL Partners is a middle-market private equity firm with a 25 year
track-record of adding value to complex investments through financial and
operational expertise. Since its founding in 1988 by Paul S. Levy, JLL
Partners has committed approximatelyUSD 4.2 billion across six funds, and
developed significant expertise in the healthcare and other sectors. JLL is a
control investor and sources its deals from its deep network of industry
contacts, applying its proven, value-oriented and growth driven investment
approach to provide limited partners with attractive risk-adjusted returns
throughout all investment cycles.

DSM – Bright Science. Brighter Living.™

Royal DSM is a global science-based company active in health, nutrition and
materials. By connecting its unique competences in Life Sciences and Materials
Sciences DSM is driving economic prosperity, environmental progress and social
advances to create sustainable value for all stakeholders simultaneously. DSM
delivers innovative solutions that nourish, protect and improve performance in
global markets such as food and dietary supplements, personal care, feed,
medical devices, automotive, paints, electrical and electronics, life
protection, alternative energy and bio-based materials. DSM’s 24,500 employees
deliver annual net sales of around €10 billion. The company is listed on NYSE
Euronext. More information can be found www.dsm.com.

DSM Forward-looking statements

This press release may contain forward-looking statements with respect to
DSM’s future (financial) performance and position. Such statements are based
on current expectations, estimates and projections of DSM and information
currently available to the company. DSM cautions readers that such statements
involve certain risks and uncertainties that are difficult to predict and
therefore it should be understood that many factors can cause actual
performance and position to differ materially from these statements. DSM has
no obligation to update the statements contained in this press release, unless
required by law. The English language version of the press release is leading.

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Contact:

DSM Corporate Communications
Herman Betten, +31 (0) 45 578 2421
media.relations@dsm.com
or
DSM Investor Relations
Dave Huizing, +31 (0) 45 5782864
investor.relations@dsm.com
or
JLL Partners
Dan Agroskin, +1-212-210-9369
d.agroskin@jllpartners.com
or
DPx Media Relations
+1-919-226-3200
media@patheon.com
 
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