- Proposal in line with Lonza's stated strategy of expanding the
offering across the pharmaceutical manufacturing value chain
- Lonza proposal significant improvement in value for Patheon
shareholders
BASEL, SWITZERLAND and TORONTO, Aug. 21 /CNW/ - The Special Committee of
Independent Directors of Patheon Inc. (TSX:PTI) and Lonza Group AG (SIX:LONN)
announced today that Lonza, one of the world's leading suppliers to the
pharmaceutical, healthcare and life science industries, has submitted a
non-binding proposal to acquire all of the outstanding Restricted Voting
Shares of Patheon at a price of US$3.55 per Restricted Voting Share.
"Our interest in Patheon is consistent with Lonza's stated strategy of
expanding our offering across the pharmaceutical manufacturing value chain. An
acquisition of Patheon would take us into the complementary activities of
finished dosage development and manufacturing for both small molecule and
biological active ingredients. With Patheon, Lonza would be in a unique
position to offer its customers manufacturing capability across the complete
supply chain," said Stefan Borgas, CEO of Lonza.
Paul Currie, Chairman of the Special Committee of Independent Directors
of Patheon, said that, if completed, a transaction at the price proposed by
Lonza would be a significant improvement in value for Patheon shareholders
above the current offer from JLL Patheon Holdings LLC ("JLL").
Lonza has signed a confidentiality and standstill agreement with Patheon.
In turn, Patheon has also agreed not to negotiate an acquisition transaction
with any party other than Lonza for a period ending September 30, 2009,
subject to extension in certain circumstances. During this period, Lonza will
be given additional access to information regarding Patheon so that it may
complete its confirmatory due diligence. The terms of the exclusivity period
permit Patheon to respond to an unsolicited superior acquisition proposal,
subject to certain restrictions. The Lonza proposal does not commit either
party to complete any transaction.
"Based on all of the information available to it, the Special Committee's
view has been that Patheon continuing as an independent company is a more
attractive alternative than the JLL offer," Mr. Currie said. "The Special
Committee also believes that the Lonza proposal would provide an excellent
opportunity to secure the successful future development of Patheon, and that
it is in the best interest of all Patheon shareholders to explore the Lonza
proposal further."
The transaction contemplated by the Lonza proposal would be subject to
Lonza being satisfied with the completion of its confirmatory due diligence
investigations, the parties entering into definitive documentation, and the
approval of each party's Board of Directors.