Patheon Special Committee Calls on JLL to End its Siege or Make a Fair
Offer
TORONTO, July 28 /CNW/ - After nearly eight months and repeated failures
to gain control of Patheon Inc. ("Patheon" or "the Company") (TSX:PTI), it is
time for JLL Patheon Holdings LLC ("JLL") to either abandon its prolonged and
unsuccessful hostile insider offer ("the Offer") or amend it to provide fair
value to Patheon shareholders, the Special Committee of Independent Directors
of Patheon said today.
Late yesterday, the Ontario Superior Court of Justice rejected JLL's
previously disclosed application which sought to overturn the election of
Directors at the Company's April 29, 2009, shareholders meeting. Patheon's
current Board of Directors, including the additional Independent Directors
elected by shareholders at the April 29 meeting, remains in office. The
Special Committee believes that JLL initiated this litigation to disrupt and
undermine the actions properly being undertaken by the Special Committee to
protect shareholders in the face of JLL's hostile Offer. Patheon intends to
seek an order for costs against JLL in connection with these court
proceedings. The Court's reasons will be released shortly.
JLL first announced the Offer in December 2008 and has now extended it
for the seventh time. Earlier today, JLL announced that it would extend its
offer again after only approximately 4,000 Patheon Restricted Voting Shares
(the "Shares") were tendered to the Offer during the last extension. Since May
20, 2009 JLL has taken up only approximately 250,000 additional Patheon Shares
or less than 0.3% of the outstanding Shares.
Despite being opposed by shareholders owning more than 60% of Patheon's
Shares, JLL has refused to alter its offer of US$2.00 per Restricted Voting
Share. JLL's offer price is well below the range of an independent valuation
of the Company. Both the Special Committee and the Board of Directors have
recommended that shareholders reject the Offer as inadequate, unfair and
coercive.
"The JLL Offer is increasingly irrelevant. Patheon's shares have traded
well above the offer price for a prolonged period. Equity and credit markets
have improved since the Offer was first announced and Patheon management
continues to execute its strategy," said Paul Currie, Chairman of the Special
Committee. "The Company and its shareholders would benefit from the removal of
the distraction of the Offer. The Special Committee believes JLL should either
terminate its Offer or make a new offer than reflects the substantially higher
true value of the Company."
Mr.
