JLL Partners extends offer period to acquire remaining 71% stake in Patheon

Update on June 29, 2009:

JLL Patheon Holdings, LLC, an affiliate of JLL Partners, Inc., a US-based private equity investment firm, has extended its offer period to acquire the remaining 71% stake in Patheon, Inc., which will now expire ten days from the mailing of a formal notice of extension.

Patheon is a Canada-based provider of drug development and manufacturing services to the pharmaceutical industry.

A total of 33,842,137 restricted voting shares have been validly tendered in the tender offer.

Update on June 1, 2009:

JLL has extended its offer period to acquire the remaining 71% stake in Patheon which will now expire ten days from the mailing of a formal notice of extension.

A total of 33,667,752 restricted voting shares have been validly tendered in the tender offer.

Update on May 19, 2009:

JLL has extended its offer period to acquire the remaining 71% stake in Patheon until June 1, 2009.

An additional 2,186,675 restricted voting shares have been validly tendered in the tender offer.

Update on May 7, 2009:

JLL has extended its offer period to acquire the remaining 71% stake in Patheon until May 19, 2009.

A total of approximately 31,411,927 restricted voting shares have been validly tendered in the tender offer.

Update on April 24, 2009:

The Special Committee of Independent Directors of Patheon has unanimously recommended its shareholders to reject the unsolicited takeover offer from JLL.

Update on April 16, 2009:

JLL has received a favorable resolution of the proceedings before the Ontario Securities Commission (OSC) relating to JLL's offer to acquire any and all of the issued and outstanding restricted voting shares of Patheon.

In order to facilitate the offer moving forward, JLL and the MOVA Group agreed to terminate the MOVA agreement. JLL will extend the expiration date of the offer for at least 15 days following the filing of a notice of extension. Additionally, JLL will not enter into any agreement, arrangement or understanding with any third party relating to a compulsory acquisition or subsequent acquisition transaction for a period of 120 days following the expiration of the offer, provided that JLL may apply to the OSC for a variation of this requirement if the circumstances warrant doing so.

Update on March 26, 2009:

The Special Committee of Independent Directors of Patheon has delivered a request to the OSC asking the OSC to review the legality of the unsolicited offer by JLL to acquire any and all of the issued and outstanding restricted voting shares of Patheon not owned by JLL or its affiliates.

The Special Committee believes that JLL's offer violates securities laws by failing to treat all Patheon shareholders equally and that its offering circular lacks required information. The Special Committee is requesting that the OSC exercise its power to cease trade the JLL bid until identical consideration is offered to all holders of Patheon's restricted voting shares.

In its offering circular, JLL disclosed that, through a separate side deal, it is giving an option to receive special rights and protections to a group of Patheon shareholders (the MOVA Group), led by Joaquin Viso., who received restricted voting shares when Patheon acquired MOVA Pharmaceutical Corporation in 2004. JLL is not making these special rights and protections available to other Patheon shareholders.

Update on March 11, 2009:

JLL has commenced its previously announced cash tender 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 of $2 per restricted voting share in cash.

The offer is scheduled to expire on April 16, 2009, unless the offer is extended or withdrawn by JLL.

Announcement (December 8, 2008):

JLL has expressed its intention to acquire any or all of the outstanding restricted voting shares of Patheon that it does not already own at a price of $2 per share in cash.

JLL holds convertible preferred shares of Patheon, which when converted and taken together with its holdings of restricted voting shares, would represent approximately 29% of the restricted voting shares of Patheon.

Deal Value (US$ Million) 129.43
Deal Type                Private Equity
Sub-Category             Going Private
Deal Status              Announced: 2008-12-08

Deal Participants

Target (Company) Patheon, Inc.

% Acquisition 71%

Related terms: acquisition, canada, exercise, investment, manufacturing, pharmaceuticals, Private Equity, securities, takeover, trade