UPDATE 1-Patheon says special committee rejects JLL bid

* Says special committee rejects JLL offer

* Says offer still "inadequate and opportunistic"

April 24 (Reuters) - Contract drug manufacturer Patheon Inc (PTI.TO) said its special committee will recommend shareholders to reject the $2 a share offer from private equity firm JLL Partners.

Patheon said the committee had considered a number of factors, including a valuation by BMO Capital Markets of the restricted voting shares that was in the range of $4.20 to $5.00 as of February 16.

The company said it also received an opinion from Goldman, Sachs & Co., saying the offer was financially inadequate.

"Although JLL says the offer is a 'liquidity opportunity,' the offer is structured to allow JLL to make a 'creeping take-over' of Patheon without paying a control premium to shareholders," the company added.

Patheon said JLL has made no changes to its offer other than those required by the Ontario Securities Commission (OSC), which last month ordered JLL to revise its offer.

Although the OSC's order remedies some of the concerns about the structure and process of the offer, the special committee still believes the offer is "inadequate, opportunistic, coercive and structurally unfair," the company said.

Patheon shares closed at C$2.44 Thursday on the Toronto Stock Exchange. (Reporting by R. Manikandan in Bangalore; Editing by Anil D'Silva)