Key Developments For Patheon Inc.
Patheon Inc. (PTI.TO) (Toronto Stock Exchange)
Lonza Group AG Withdraws Non-Binding Proposal To Acquire All Outstanding Restricted Voting Shares Of Patheon, Inc.
Patheon, Inc. announced that Lonza Group AG (Lonza) has withdrawn its previously announced non-binding proposal to acquire all of the outstanding restricted voting shares of the Company. In addition, the Special Committee and Lonza have mutually agreed to terminate discussions regarding other possible strategic transactions between Lonza and the Company. JLL Patheon Holdings LLC (JLL), which holds 57% of the Company's outstanding restricted voting shares, announced that it rejected the proposal and would not support any transaction involving a sale of JLL's shares of the Company. Although due diligence had been substantially completed and Lonza and the Company continued to explore various strategic options that could be in the best interests of the two companies, they were unable to agree to acceptable terms for such a transaction.
Lonza Group AG And Patheon, Inc. Extend Takeover Talks Deadline-Reuters
Reuters reported that Lonza Group AG and Patheon, Inc. have again extended an exclusivity and due diligence period for the Lonza's takeover bid. The talks were due to end on October 15, 2009 and many analysts were doubtful Lonza would succeed in its $460 million bid for Patheon. The two groups said the period of exclusivity would continue until either party decided to end it and that other terms of the exclusivity period still applied. These include Patheon's commitment not to negotiate an acquisition transaction with any other party although it can respond to an unsolicited acquisition proposal. That bid was rejected by U.S. private equity company JLL Partners, which owns 57% of Patheon, but a special committee of Patheon investors wants to keep the door open to a Lonza deal.
Patheon, Inc. Announces Litigation Adjourned
Patheon, Inc. announced that Joaquin Viso and Olga Lizardi have agreed to adjourn on consent the previously disclosed Court application they commenced on September 2, 2009 seeking an order requiring that a special meeting of shareholders. The Special Committee has agreed that the Requisitioned Meeting will not be postponed beyond December 15 unless the Special Committee in good faith in its discretion believes at the relevant time that a strategic transaction involving Lonza Group AG (Lonza).
Lonza Group AG And Patheon, Inc. Extend Period Of Exclusive Talks Until October 15-DJ
Dow Jones reported that Lonza Group AG and Patheon, Inc. are extending the period of exclusive talks on a possible takeover of Patheon, Inc., or other strategic transactions. The Special Committee of Independent Directors of Patheon Inc. and Lonza Group AG announced the extension until October 15, 2009 of the exclusivity and due diligence period to allow for continued discussions regarding the previously announced non-binding proposal to acquire all of the outstanding restricted voting shares of Patheon, Inc. at a price of USD3.55 per share as well as other possible strategic transactions. The extension allows Lonza to continue to conduct its related confirmatory due diligence and is in accordance with the terms of the existing confidentiality and standstill agreement between Lonza and Patheon announced on August 21, 2009. Other terms remain unchanged, including that Patheon will not negotiate an acquisition transaction with any other party but can respond to an unsolicited acquisition proposal. The Lonza proposal does not commit either party to complete any transaction. The transactions contemplated by the Lonza proposal remain subject to Lonza being satisfied with the completion of its confirmatory due diligence, the parties entering into definitive documentation, and the approval of each party's Board of Directors. There can be no assurance that any such transaction will be completed or as to the terms of any such transaction.
Patheon, Inc.'s Special Committee Provides Update On Lonza Group AG's Proposal; Updates On Litigation Connected With Unsuccessful Offer By JLL Patheon Holdings LLC
Patheon, Inc. announced that the Special Committee of Independent Directors of Patheon provided an update on its discussions with Lonza Group AG regarding Lonza's previously announced non-binding proposal to acquire all of the outstanding restricted voting shares of the Company at a price of USD3.55 per share. The Special Committee also updated shareholders on Patheon's litigation connected with the unsuccessful offer by JLL Patheon Holdings LLC (JLL), which expired on August 26, 2009. Lonza's confirmatory due diligence related to its proposal is proceeding on schedule. Patheon's financial results for the third quarter ended July 31, 2009, announced on September 14, were consistent with the information regarding expected results that was provided to Lonza in connection with the submission of its proposal. Lonza's confirmatory due diligence related to its proposal is proceeding on schedule. Patheon's legal action against JLL and the JLL nominees to Patheon's Board of Directors, which was announced on May 26, continues to proceed on an expedited basis. However, the expected timetable for various steps in, and the trial of, the action has been delayed as a result of actions by JLL and its nominees, including document production delays and a third-party claim made by JLL against each of Patheon's independent directors. A trial date for the action has not been set, but it is now expected that the trial will not be held until after October 30, 2009.
