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Patheon Announces Expiration Of Early Tender Deadline For Its Outstanding Senior Secured Notes

Stocks in this article: PTI

TORONTO, Dec. 10, 2012 /PRNewswire/ - Patheon Inc. (TSX: PTI) (the "Company"), a leading provider of contract development and manufacturing services to the global pharmaceutical industry, announced today that the early tender deadline expired at 5 p.m., New York City time, on December 7, 2012 (the "Early Tender Deadline") for the previously announced cash tender offer (the "Offer") for any and all of its outstanding 8.625% Senior Secured Notes due 2017 (CUSIP/ISIN Nos. 70319W AA6/C7197E AA2) (the "Notes").

Holders who validly tendered their Notes at or prior to the Early Tender Deadline and who did not withdraw their Notes prior to the withdrawal deadline will, if their Notes are accepted for purchase, receive the total consideration equal to $1,085.07 per $1,000 principal amount of Notes, which includes an early tender payment of $50.00 per $1,000 principal amount of Notes.

In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the applicable payment date, as the case may be, for Notes purchased in the Offer.

Subject to the terms and conditions of the Offer being satisfied or waived, the Company intends to exercise the early purchase option and accept for purchase all of the Notes validly tendered and not withdrawn. In exercising the early purchase option, the Company will pay the total consideration or tender offer consideration, as the case may be, for the Notes accepted for purchase promptly following the acceptance of Notes for purchase (the date of such payment being referred to as the "Initial Payment Date").

As of the Early Tender Deadline, $279,429,000 principal amount of the Notes had been tendered and not validly withdrawn, representing approximately 99.80% of the aggregate outstanding principal amount of the Notes.

The Offer will expire at 12 a.m., New York City time, on December 21, 2012 (such time and date, as it may be extended, the "Expiration Time"), unless earlier extended or terminated by the Company. Holders who have not already tendered their Notes may do so at any time at or prior to the Expiration Time.  If their Notes are accepted for purchase at or prior to the Expiration Time but after the Early Tender Deadline, such holders will only be eligible to receive the tender offer consideration equal to $1,035.07 per $1,000 principal amount of Notes, plus accrued and unpaid interest up to but not including the applicable payment date.  Subject to the terms and conditions of the Offer being satisfied or waived, the Company will, promptly after the Expiration Time, accept for purchase all Notes validly tendered after the Initial Payment Date and at or before the Expiration Time.  The Company will pay the tender offer consideration for such Notes.

The Company is conducting the Offer in accordance with the terms and conditions described in its Offer to Purchase (the "Offer to Purchase") and the related Letter of Transmittal (together with the Offer to Purchase, the "Offer Documents") dated November 26, 2012. The Company's obligation to consummate the Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, (i) the Company having completed financing transactions in an amount and on terms satisfactory to it, in its sole discretion, and (ii) the general conditions described in the Offer having been satisfied.

The tender agent and information agent for the Offer is D.F. King & Co., Inc.  The exclusive dealer manager for the Offer is Morgan Stanley & Co. LLC (800) 624-1808 (toll-free) and (212) 761-1057 (collect). Holders with questions or who would like additional copies of the Offer Documents may call the information agent, D.F. King & Co., Inc., toll-free at (800) 967-4607.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes.  The Offer is being made only pursuant to the Offer Documents that the Company has distributed to holders of the Notes.  Holders of the Notes and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the Offer.  None of the Company, the dealer manager, the tender agent, the information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offer.  This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities that may be sold pursuant to the proposed new financing.

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