Patheon Asks OSC To Review JLL Offer

The Special Committee of Independent Directors of Patheon requested that the Ontario Securities Commission (OSC) review the legality of the unsolicited offer by JLL Patheon Holdings LLC to acquire outstanding restricted voting shares of Patheon not owned by JLL or its affiliates.

The committee contends the offer violates securities laws in that all Patheon shareholders were not treated equally, and that the offer lacks required information. The OSC can exercise its power to cease trade the JLL bid until identical consideration is offered to all holders of Patheon’s Restricted Voting Shares and until all deficiencies in the offer are corrected.

In its offering, 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 Corp. in 2004. JLL is not making these special rights and protections available to other Patheon shareholders.

Further details about the committee’s concerns with the legality of the JLL offer are included in Patheon’s Directors Circular issued on March 25, 2009. The special committee and Patheon’s board recommended that shareholders reject JLL’s recent $2 per share offer for the company’s outstanding shares.