Lonza submits non-binding proposal to buy all of outstanding restricted voting shares of Patheon

Aug 21 2009

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. There can be no assurance that any such transaction will be completed or as to the terms of any such transaction.