Lonza has submitted a non-binding proposal to acquire all of the outstanding Restricted Voting Shares of Patheon at a price of $3.55 per Restricted Voting Share.
Patheon expects that if completed, 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 (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.
Stefan Borgas, CEO of Lonza, said: “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.”