Articles
Patheon Continues To Explore US$3.55 Lonza Proposal Special Committee Responds To JLL Statements After Expiry Of Inadequate Bid
September 4, 2009
The Special Committee of Independent Directors of Patheon Inc. ("Patheon" or "the Company") (TSX:PTI) commented today on the recent expiry of the unsuccessful bid by JLL Patheon Holdings LLC ("JLL") for any and all of the outstanding restricted voting shares of Patheon (the "Shares)and recent statements by JLL regarding the previously announced proposal by Lonza Group AG ("Lonza") to acquire all of the outstanding Shares at a price of US$3.55 per share.
"After nine months, the expiry of the JLL bid is both overdue and welcome," said Paul Currie, Chairman of the Special Committee. "It has been clear for some time that JLL's US$2.00 per share offer would not succeed. The Special Committee determined months ago that the bid was inadequate, opportunistic and coercive. In the end, the JLL bid was rejected by the holders of 62% of Patheon's Restricted Voting Shares at the time the bid was launched and accordingly JLL cannot take Patheon private as was its stated intention."
Patheon continues to explore the Lonza proposal. In recent announcements and in correspondence with the Special Committee, JLL has indicated its opposition to the Lonza proposal and the provision of information to Lonza that would allow it to perform its confirmatory due diligence.
The Special Committee has issued a letter to JLL in response, portions of which are extracted
below:
"The Special Committee carefully considered all relevant factors prior to engaging
in discussions with [Lonza] and throughout the process that led to the receipt from
Lonza of its non-binding proposal dated August 20, 2009 (the "Lonza Proposal").
The Special Committee believed then and believes now that the pursuit of the
Lonza Proposal is in the best interests of Patheon and its shareholders. The
Special Committee has received very positive feedback from a number of the
shareholders that for nine months have rejected your inadequate offer and these
shareholders have asked that the Special Committee explore fully the
opportunities presented by the Lonza Proposal.
[JLL] gave rise to the process engaged in by the Special Committee by making an
unsolicited, inadequate and coercive bid for the restricted voting shares of
Patheon. By doing so, JLL clearly put Patheon in play. Thereafter, the nonconflicted
Directors of Patheon have made every effort to discharge their important
responsibilities and in doing so have taken reasonable and prudent steps in an
effort to maximize shareholder value. The shareholders of Patheon who refused
to tender to JLL's manifestly inadequate bid (who represented 62% of the
outstanding restricted voting shares prior to JLL's conversion of its preferred
shares) expect no less.
The Special Committee has continuously and consistently informed you that it is not opposed to JLL acquiring Patheon, but has also indicated that if JLL is to do so, this must occur at a fair price. The price reflected in the Lonza Proposal is at a significant premium (77%) to the price at which JLL proposed that other shareholders tender their shares to its offer.
The Lonza Proposal includes a non-binding summary of proposed terms that, at least as matters now stand, includes a condition that at least 66 2/3% of the Company's restricted voting shares are tendered to an offer by Lonza for all such shares. That condition, however, may be waived by Lonza. Accordingly, a transaction involving the acquisition by Lonza of the millions of restricted voting shares not owned by JLL may well occur without the concurrence or support of JLL. Moreover, there are a number of possible strategic transactions with Lonza that would be beneficial to the Company and its shareholders that can be completed without the concurrence of JLL.
The Special Committee is well aware of the terms of the Investor Agreement dated April 27, 2007 between JLL and Patheon (the "Investor Agreement") and has complied with that Agreement in every respect. Nothing that the Special Committee has done or will do in furtherance of the Lonza Proposal or otherwise has contravened or will contravene the Investor Agreement in any way.
Although JLL is a significant shareholder of Patheon, it is not the only shareholder, and has no right to dictate unilaterally the future course of Patheon, or to prevent the non-conflicted Directors of Patheon from taking reasonable and prudent steps that are clearly in the best interests of the Company and its many other shareholders. Conversely, it is at best unfair and inappropriate for JLL, having put Patheon in play by making its manifestly inadequate offer, to take steps to prevent the non-conflicted Directors of Patheon from exploring and pursuing alternatives that are in the best interests of Patheon and its many other shareholders, and that might be available in the circumstances. JLL's palpable self-interest in attempting to prevent the non-conflicted Directors of Patheon from discharging their responsibilities in this regard, and in attempting to frustrate or prevent any competing offer that Lonza might make, cannot trump the rights and interests of the Company and the many other shareholders of Patheon.
The Special Committee has at all times acted, and will continue to act, in the best interests of the Company and its shareholders."
Lonza's exclusive negotiation period continues until September 30, 2009, subject to extension. There can be no assurance that any transaction involving Lonza will be completed or as to the terms of any such transaction.
ABOUT PATHEON
Patheon Inc. (TSX:PTI; www.patheon.com) is a leading global provider of contract development
and manufacturing services to the global pharmaceutical industry. Patheon prides itself in
providing the highest quality products and services to more than 300 of the world's leading
pharmaceutical and biotechnology companies. Patheon's services range from preclinical
development through commercial manufacturing of a full array of dosage forms including
parenteral, solid, semi-solid and liquid forms. Patheon uses many innovative technologies
including single-use disposables, Liquid-Filled Hard Capsules and a variety of modified release
technologies.
Patheon's comprehensive range of fully integrated Pharmaceutical Development Services includes pre-formulation, formulation, analytical development, clinical manufacturing, scale-up and commercialization. Patheon can take customers direct to clinic with global clinical packaging and distribution services and Patheon's Quick to Clinic™ programs can accelerate early phase development project to clinical trials while minimizing the consumption of valuable API.
Patheon's integrated development and manufacturing network of 10 facilities, and seven development centers across North America and Europe, strives to ensure that customer products can be launched with confidence anywhere in the world.
Caution Concerning Forward-Looking Statements
This news release may contain forward-looking statements which reflect management's
expectations regarding the Company's future growth of operations, performance (both operational
and financial) and business prospects and opportunities. These statements are made in the
context of the risks and uncertainties that are outlined in the Company's public documents, which
can be accessed on our website at www.patheon.com or on SEDAR at www.sedar.com.
SOURCE: Patheon Inc.



