Patheon Completes Plan of Arrangement
TORONTO, March 11, 2014
TORONTO, March 11, 2014 /PRNewswire/ - Patheon Inc. (TSX: PTI) ("Patheon")
announced today the completion of the previously announced statutory plan of
arrangement (the "Arrangement") under section 192 of the Canada Business
Corporations Act, pursuant to the arrangement agreement between Patheon and
JLL/Delta Patheon Holdings, L.P. ("DPx") dated November 18, 2013. DPx is
sponsored by an entity controlled by an affiliate of JLL Partners, Inc.
("JLL") and Koninklijke DSM N.V. ("DSM").
Pursuant to the Arrangement, DPx indirectly acquired all of the issued and
outstanding restricted voting shares of Patheon at a price of US$9.32 cash for
each share. All of the outstanding options of Patheon were deemed to be vested
and holders are 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 were cancelled without
consideration. All payments are subject to applicable withtholding taxes, if
For registered holders of Patheon's restricted voting shares, payment of the
consideration will be processed after holders deposit their share certificates
with Computershare Trust Company of Canada (the "Depositary"), in accordance
with the instructions in the Letter of Transmittal previously sent to
registered shareholders. Any questions regarding payment of the consideration,
including any request for another form of Letter of Transmittal, should be
directed to the Depositary via telephone at 1 (800) 564-6253 (toll free in
North America) or via email at email@example.com.
Non-registered shareholders will receive payment of the consideration through
their broker, investment dealer, bank, trust company or other intermediary
that holds the restricted voting shares on their behalf. Non-registered
shareholders should contact their broker or other intermediary for further
Patheon has withdrawn its shares from registration with the United States
Securities and Exchange Commission. Delisting of the restricted voting shares
from the Toronto Stock Exchange is expected to occur shortly. As soon as
practicable after the delisting of its restricted voting shares, Patheon will
apply to all applicable Canadian securities regulatory authorities to cease to
be a reporting issuer.
Pursuant to the Arrangement, Patheon was amalgamated with JLL/Delta Canada
Inc., an indirect subsidiary of DPx, and will continue to carry on business
under the name "Patheon Inc."
In connection with the completion of the Arrangement, DSM's DSM Pharmaceutical
Products ("DPP") business group was combined with Patheon.
Further details with respect to the Arrangement can be found in Patheon's
proxy statement and management information circular dated February 4, 2014.
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.
This press release is issued in compliance with section 102.1 of the
Securities Act (Ontario) and National Instrument 62-103 The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues in connection
with the acquisition by JLL/Delta Canada Inc., an indirect wholly owned
subsidiary of DPx, of all of the restricted voting shares of Patheon pursuant
to the Arrangement. A press release and early warning report in respect of the
acquisition of all of the restricted voting shares of Patheon pursuant to the
Arrangement will be filed with the applicable securities commission or
securities regulator in each jurisdiction in which the Patheon is a reporting
JLL/Delta Canada Inc.
2100 Syntex Court
Mississauga, Ontario, Canada
To obtain a copy of the early warning report, please contact Daniel Agroskin
No stock exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein.
SOURCE Patheon Inc.
Tel: (919) 226-3200
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