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 10, 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 8.01. | Other Events. |
On March 10, 2014, Patheon Inc. (the “Company”) issued a press release announcing that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the Company’s previously announced statutory plan of arrangement under the Canada Business Corporations Act pursuant to which JLL/Delta Patheon Holdings, L.P. (“Newco”), which is sponsored by an entity controlled by JLL Partners Inc. and Koninklijke DSM N.V., will indirectly acquire all of the issued and outstanding restricted voting shares of the Company. A copy of this press release is attached as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release, dated March 10, 2014. |
2
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 10, 2014 | By: | /s/ Stuart Grant | ||||
| Stuart Grant | ||||||
| Executive Vice President, Chief Financial Officer | ||||||
3
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated March 10, 2014. | |
4
Exhibit 99.1
PATHEON INC. ANNOUNCES FINAL COURT APPROVAL OF ARRANGEMENT
TORONTO, March 10, 2014 /CNW/ – Patheon Inc. (TSX: PTI) (“Patheon”) announced today that the Ontario Superior Court of Justice (Commercial List) (the “Court”) has issued a final order approving Patheon’s previously announced statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act (“CBCA”) pursuant to which JLL/Delta Patheon Holdings, L.P. (“Newco”), which is sponsored by an entity controlled by JLL Partners Inc. and Koninklijke DSM N.V., will indirectly acquire all of the issued and outstanding restricted voting shares of Patheon. In issuing the final order, the Court has determined that the Arrangement is fair and reasonable in accordance with the requirements of the CBCA.
It is expected that the Arrangement will be completed on Tuesday, March 11, 2014, assuming the satisfaction or waiver of certain customary conditions.
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 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, 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.
- 2 -