JLL Rejects Non-Binding Acquisition Proposal From Lonza Group AG
JLL Announces Offer to Acquire Patheon Shares Will Not Be Extended, Offer Price Will Not Be Increased and JLL Will Not Pursue Compulsory Acquisition or Subsequent Acquisition Transaction in Connection with the Offer
New York, N.Y. — JLL Partners, Inc. and its affiliate, JLL Patheon Holdings, LLC (collectively, “JLL”), today announced that it will reject the non-binding proposal by Lonza Group AG (SIXX: LONN) to acquire all of the outstanding Restricted Voting Shares of Patheon Inc. (TSX: PTI) (the “Lonza Proposal”). As JLL has previously communicated to the special committee of the Patheon Board of Directors (the “Special Committee”), JLL is not interested in selling its position in Patheon at this time. JLL will not enter into negotiations regarding the Lonza Proposal and Patheon shareholders should be aware that a transaction with Lonza can not occur without JLL’s support. The Lonza Proposal is conditioned on, among other things, acceptance of the Lonza Proposal by the holders of at least 67% of the outstanding Patheon Restricted Voting Shares. JLL is the single largest shareholder of Patheon and holds Restricted Voting Shares representing approximately 57% of the shares outstanding.
In addition to its controlling ownership position, under the terms of the Investor Agreement between Patheon and JLL, Patheon is prohibited from taking certain significant corporate actions without JLL’s prior consent. In particular, Patheon may not engage in “any merger, consolidation, sale of all or substantially all of the assets of the Company or any similar business combination transaction” and may not engage in “any issuance of additional Restricted Voting Shares or other equity securities of the Company, or securities convertible for or exchangeable into, such securities” without JLL’s prior approval.
JLL also announced today that it will not extend its offer (the “Offer”) to acquire any and all of the outstanding Restricted Voting Shares of Patheon. The Offer is currently scheduled to expire at 6:00 p.m., Toronto time, on August 26, 2009, following which the Offer will terminate and will not be further extended. JLL further announced today that it will not increase the US $2.00 per share price payable in the Offer and it will not pursue a compulsory acquisition or subsequent acquisition transaction in connection with the Offer.
JLL decided to terminate the Offer and not pursue a compulsory acquisition or subsequent acquisition transaction in connection with the Offer in order to permit Patheon to resume its normal business operations and allow management to focus on driving growth in the business. In the absence of the Offer and the prospect of a related compulsory acquisition or subsequent acquisition transaction, JLL intends to focus on growing the business and creating value. However, JLL reserves the right to engage in other transactions involving Patheon and its securities in the future.
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