JLL Patheon Holdings has announced that it will start its previously announced offer for any and all of the issued and outstanding restricted voting shares of Patheon that it does not a
JLL Patheon Holdings has announced that it will start its previously announced offer for any and all of the issued and outstanding restricted voting shares of Patheon that it does not already own at an offer price payable in cash of USD2.00 or CAD2.57 per share.
The offer is scheduled to expire at 6pm Toronto time on 16 April 2009, unless the offer is extended or withdrawn by JLL.
The closing price of the shares on the Toronto Stock Exchange on 5 December 2008, the last trading day prior to the announcement of JLL’s intention to make the offer, was CAD1.07, or approximately USD0.84.
The offer price represents a premium of approximately 138 per cent over the US dollar equivalent of this closing price.
The offer price also represents a premium of approximately 161 per cent over the CAD0.97, or approximately USD0.77, volume-weighted average closing price of the restricted voting shares on the Toronto Stock Exchange during the 20 trading days up to and including 5 December 2008.
The closing price of the shares on the Toronto Stock Exchange on 10 March 2009, the last trading day prior to the commencement of the offer today, was CAD2.13, or approximately USD1.66. The offer price represents a premium of approximately 21 per cent over the US dollar equivalent of this closing price based on the current exchange rate.
The offer is subject to customary conditions, including the absence of a material adverse change at Patheon and the receipt of regulatory approvals.
The holdings of JLL, together with its affiliates, associates, and persons acting jointly or in concert with JLL currently amount to approximately 40 per cent of the issued and outstanding restricted voting shares of Patheon on an as-converted basis.
If sufficient sShares are deposited in the offer, JLL intends to take the appropriate steps by way of a compulsory acquisition or subsequent acquisition transaction under Canadian law to acquire the remaining outstanding shares of Patheon.
JLL Patheon Holdings has also entered into a voting agreement with Joaquin Viso, Olga Lizardi, Jose A. Negroni, Lorraine Hernandez and Aida Garcia who hold, in aggregate, 12,581,766 restricted voting shares.
The primary purpose of the agreement is to secure JLL’s and the shareholders’ agreement to vote the shares beneficially owned by them in favour of certain resolutions unrelated to the offer and setting out the proposed terms of a stockholders agreement to be entered into by the parties in certain circumstances should the offer be successful.
JLL Partners is a New York-based private equity investment firm with approximately USD4.0bn of capital under management.
Patheon is a provider of contract development and manufacturing services to the global pharmaceutical industry. Its services range from pre-clinical development to manufacturing of a full array of dosage forms.
