OTTAWA, March 30
/PRNewswire-FirstCall/ - MDS Inc. (TSX: MDS; NYSE: MDZ), a leading
provider of products and services to the global health science
markets, today announced results of its substantial issuer bid (the
"Bid"), which expired at 5 p.m. (Eastern
time) on March 29, 2010.
Based on preliminary results, MDS Inc. ("MDS") will accept for
purchase and cancellation 52,941,176 common shares in the capital
of MDS (the "Common Shares") at a purchase price of US$8.50 per Common Share, totalling US$450 million in accordance with the terms of
the Bid. These Common Shares represent 44.1% of the Common Shares
currently issued and outstanding. After the repurchase, the number
of Common Shares issued and outstanding will be approximately 67.2
million.
Approximately 53.1 million Common Shares were tendered to the
Bid at prices at or below the purchase price of US$8.50 per Common Share. Based on preliminary
results and in accordance with the terms of the Bid, after the
purchase of odd lots, the Common Shares will be taken up on a pro
rata basis such that shareholders who deposited Common Shares at or
below the purchase price of US$8.50
per Common Share, will have approximately 99.7% of the Common
Shares they tendered purchased for cancellation.
Common Shares tendered to the Bid but not purchased will be
returned to shareholders as soon as practicable.
Assuming the final results of the Bid do not differ from the
preliminary results described above, MDS does not intend to issue a
subsequent press release on the results of the Bid.
RBC Capital Markets acted as dealer manager and financial
advisor in connection with the Bid.
Tax Information
For Canadian tax purposes a deemed dividend will arise on this
Bid. For the enhanced dividend tax credit under subsection 89(14)
of the Income Tax Act (Canada) and
for any corresponding provincial legislation, MDS designates the
entire deemed dividend arising on each Common Share buyback as an
"eligible dividend". The exact amount of the deemed dividend will
be disclosed on MDS's web-site at www.mdsinc.com or
www.mdsnordion.com upon take-up and payment for the Common
Shares.
In addition, the specified amount in respect of each Common
Share purchased under this Bid for purposes of subsection 191(4) of
the Income Tax Act (Canada) will
be disclosed on MDS's web-site at www.mdsinc.com or
www.mdsnordion.com upon take-up and payment for the Common
Shares.
Shareholders also may obtain the foregoing information by
contacting Catherine Love at (905)
267-4230.
About MDS Inc.
MDS Inc. (TSX: MDS; NYSE: MDZ) is a global health science
company that provides market-leading products and services used for
the prevention, diagnosis and treatment of disease. We are a
leading provider of innovative technologies for use in medical
imaging and radiotherapeutics, and sterilization technologies
benefiting the lives of millions of people in more than 65
countries around the world. Our products and services are used
daily by pharmaceutical and biotechnology companies, medical-device
manufacturers, hospitals, clinics and research laboratories. MDS
has more than 850 highly skilled people in five locations. Find out
more at www.mdsinc.com or www.mdsnordion.com.
Caution Concerning Forward-Looking Statements
This document contains forward-looking statements. Some
forward-looking statements may be identified by words like
"believes", "expects", "anticipates", "plans", "intends",
"indicates", "estimates" "projects" or similar expressions. The
statements are not a guarantee of future performance and are
inherently subject to risks and uncertainties. MDS's actual results
could differ materially from those expressed in the forward-looking
statements due to these risks and a number of other factors,
including, but not limited to, shareholders who deposited Common
Shares pursuant to a notice of guaranteed delivery fulfilling the
delivery requirements provided therein; management of operational
risks, obligations retained and projected adjustments related to
the sale of MDS Analytical Technologies and MDS Pharma Services'
Early Stage and their success as ongoing businesses, or at all; the
fact that our operations will be substantially reduced as a result
of the sale of businesses; liabilities that we will retain from the
businesses sold; successful implementation of structural changes,
including restructuring plans; our ability to complete other
strategic transactions and to execute them successfully; technical
or manufacturing or distribution issues, the competitive
environment for MDS's products and services, the degree of market
penetration of its products and services, the ability to secure a
reliable supply of raw materials, particularly cobalt and critical
medical isotopes including the return to service of the National
Research Universal reactor owned and operated by Atomic Energy of
Canada Limited, the strength of the global economy, the stability
of global equity markets, the availability and cost of financing,
the impact of the movement of the U.S. dollar relative to other
currencies, particularly the Canadian dollar and the euro,
uncertainties associated with critical accounting assumptions and
estimates, judicial judgments and legal proceedings, and other
factors set forth in reports and other documents filed by MDS with
Canadian and U.S. securities regulatory authorities from time to
time, including MDS's quarterly and annual MD&A, Annual
Information Form, and Annual Report on Form 40-F for the fiscal
year ended October 31, 2009 filed
with the U.S. Securities & Exchange Commission.
SOURCE MDS Inc.