8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

MARCH 6, 2014

Date of Report (Date of earliest event reported)

PATHEON INC.

(Exact name of registrant as specified in its charter)

Canada	000-54283	Not Applicable
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Patheon Pharmaceuticals Services Inc.

4721 Emperor Boulevard, Suite 200

Durham, NC 27703

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (919) 226-3200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to Vote of Security Holders

On March 6, 2014, Patheon Inc. (the “Company”) held a special meeting (the “Special Meeting”) of the holders of Restricted Voting Shares of the Company (the “Shareholders”).

At the Special Meeting, the following matters were voted upon, with the final results for each matter disclosed below:

1. To consider and vote on the special resolution (the “Arrangement Resolution”), the full text of which is set forth in Annex G to the proxy statement and management information circular (the “Circular”) of the Company dated February 4, 2014 accompanying the notice of this meeting, to approve a plan of arrangement under section 192 of the Canada Business Corporations Act (the “CBCA”) involving the Company pursuant to the arrangement agreement between the Company and JLL/Delta Patheon Holdings, L.P. dated November 18, 2013 (the “Arrangement Agreement”), all as more particularly described in the Circular.

By a vote by ballot, Shareholders passed the Arrangement Resolution:

For		Against		Abstain
	125,270,783		170,305		293,916

By a vote by ballot, a majority of the “minority” Shareholders (being all holders of restricted voting shares except JLL Partners, Inc. and its affiliates and James Mullen, the Company’s Chief Executive Officer) passed the Arrangement Resolution:

For		Against		Abstain
	44,433,712		170,305		293,316

2. To consider and vote on a resolution to approve, on an advisory and non-binding basis, and not to diminish the role and responsibilities of the board of directors of the Company, specified compensation that may become payable to the named executive officers of the Company in connection with the plan of arrangement under section 192 of the Canada Business Corporations Act involving the Company pursuant to the Arrangement Agreement, all as more particularly described in the Circular (the “Advisory Vote on Executive Compensation”).

As permitted under the CBCA, Shareholders passed the Advisory Vote on Executive Compensation by a vote by show of hands. Details of the voting by proxy on the Advisory Vote on Executive Compensation are as follows:

For		Against		Abstain
	125,457,870		206,125		71,009

Item 8.01 Other Events.

On March 6, 2014, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated March 6, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

	PATHEON INC.
March 6, 2014	By:	/s/ Stuart Grant
		Stuart Grant
		Executive Vice President, Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated March 6, 2014.

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EX-99.1

Exhibit 99.1

PATHEON SHAREHOLDERS APPROVE PLAN OF ARRANGEMENT

TORONTO, March 6, 2014 /CNW/ – Patheon Inc. (TSX: PTI) (“Patheon”) today announced that at a special meeting (the “Special Meeting”) of holders of its restricted voting shares (“Shareholders”) held earlier today, Shareholders passed a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act (the “CBCA”) pursuant to which JLL/Delta Patheon Holdings, L.P. (“Newco”) will indirectly acquire all of the issued and outstanding restricted voting shares of Patheon. Newco is sponsored by an entity controlled by JLL Partners, Inc. (“JLL”) and Koninklijke DSM N.V.

Assuming the Arrangement is completed, Shareholders will be entitled to receive US$9.32 in cash for each restricted voting share they hold. All of Patheon’s outstanding options will be deemed to be vested upon completion of the Arrangement and holders will be entitled to receive a cash amount equal to the amount by which US$9.32 exceeds the exercise price of such option. All options with an exercise price equal to or greater than US$9.32 will be cancelled without consideration. All payments are subject to applicable withholding taxes, if any.

The Arrangement Resolution was approved by approximately 99% of the votes cast by Shareholders and approximately 99% of the votes cast by “minority” Shareholders (Shareholders other than affiliates of JLL and James Mullen, Chief Executive Officer of Patheon) at the Special Meeting.

The completion of the Arrangement is subject to receipt of a Final Order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) approving the Arrangement as well as the satisfaction of certain other closing conditions customary in a transaction of this nature. The hearing date for the Final Order is scheduled for Monday, March 10, 2014. Assuming that approval of the Court is obtained on March 10, 2014 and all other conditions to the completion of the transaction are satisfied or waived, it is expected that the Arrangement will close on Tuesday, March 11, 2014. Delisting of the restricted voting shares from the Toronto Stock Exchange will occur following the Arrangement becoming effective.

About Patheon Inc.

Patheon Inc. is a leading provider of contract development and commercial manufacturing services to the global pharmaceutical industry for a full array of solid and sterile dosage forms. Through the company’s recent acquisition of Banner Pharmacaps - a market leader in soft gelatin capsule technology - Patheon now also includes a proprietary products and technology business.

Patheon provides the highest quality products and services to approximately 300 of the world’s leading pharmaceutical and biotechnology companies. The company’s integrated network consists of 15 locations, including 12 commercial contract manufacturing facilities and 9 development centers across North America and Europe. Patheon enables customer products to be launched with confidence anywhere in the world. For more information visit www.patheon.com.

Forward-Looking Statements

This press release contains “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities laws, including statements regarding the proposed transaction

and expected timing of the transaction, which forward-looking statements may use forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “believe”, “continue”, “potential”, or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements may include, without limitation, statements regarding the completion of the proposed transaction and other statements that are not historical facts.

These forward-looking statements reflect beliefs and assumptions which are based on Patheon’s perception of current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Patheon’s beliefs and assumptions may prove to be inaccurate and consequently Patheon’s actual results could differ materially from the expectations set out herein.

While such forward-looking statements are expressed by Patheon, as stated in this release, in good faith and believed by Patheon to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, risks and uncertainties relating to the transaction and financing thereof, necessary court approvals and the satisfaction or waiver of certain other conditions contemplated by the arrangement agreement dated November 18, 2013 between Patheon and Newco. As a result of these risks and uncertainties, the proposed transaction could be modified, restructured or may not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Patheon is not affirming or adopting any statements made by any other person in respect of the proposed transaction and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws or to comment on expectations of, or statements made by any other person in respect of the proposed transaction.

Cautionary Statement

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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