Nordion Inc. (TSX: NDN) (NYSE: NDZ) today announced that the
Ontario Superior Court of Justice (Commercial List) has issued an
interim order authorizing, among other things, the holding of an
annual and special meeting of the shareholders of Nordion (the
“Meeting”). At the Meeting, Nordion shareholders will be asked to
approve matters relating to Nordion’s annual general meeting, as
well as a statutory plan of arrangement involving the proposed
acquisition by Sterigenics, a global leader in sterilization
services and a portfolio company of GTCR LLC, a leading private
equity firm based in Chicago, Illinois, USA.
On March 28, 2014, Nordion announced it had entered into a
definitive agreement (the “Arrangement Agreement”) setting out the
terms and conditions of the proposed acquisition by Sterigenics,
whereby each shareholder of Nordion will receive an aggregate cash
consideration of US$11.75 for each Common Share held (the
“Arrangement”). As indicated in the announcement, Nordion’s Board,
acting on the unanimous recommendation of the special committee
comprised solely of independent directors, unanimously determined
that the Arrangement is in the best interests of Nordion,
unanimously approved the transaction, and is recommending that
shareholders vote FOR the Arrangement resolution. The consideration
represents a premium of approximately:
- 12% to the closing price of US$10.48
per Common Share on the NYSE on March 27, 2014, the day immediately
before the announcement of the Arrangement;
- 24% over the 90-day volume weighted
average price of US$9.47 per Common Share on the NYSE as at March
27, 2014; and
- 84% to the closing price of US$6.39 per
Common Share on the NYSE on January 25, 2013, the last trading day
immediately before the announcement of Nordion’s strategic review
process.
The Meeting is scheduled to be held at the Brookstreet Hotel,
located at 525 Legget Drive, Ottawa, Ontario, Canada, 2:00pm ET on
May 27, 2014. Nordion shareholders of record as of the close of
business on April 24, 2014 will be entitled to receive notice of,
to attend, and to vote at the Meeting or any adjournments or
postponements thereof. Nordion’s information circular being
prepared in connection with the Meeting will include a summary of
the Arrangement Agreement, and additional details concerning the
Arrangement. Nordion expects to begin mailing the notice of the
Meeting, the information circular, form of proxy and letter of
transmittal to shareholders on or about April 28, 2014, at which
time the documents will also be made available under Nordion’s
profile on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov/edgar.
Canadian Shareholders who require assistance in voting their
proxies may direct their inquiries to Nordion’s proxy solicitation
agent for Canada, CST Phoenix Advisors, by toll-free telephone in
North America at 1-800-332-4904 or at 1-201-806-2222 outside of
North America, U.S. Shareholders who require assistance in voting
their proxies may direct their inquiries to Nordion's proxy
solicitation agent for the U.S., Innisfree M&A Incorporated, by
toll-free telephone in North America at 1-888-750-5834, or collect
at 1-212-750-5833.
Fiscal 2014 Financial Outlook UpdateBased on the expected
strength of Nordion’s second quarter of fiscal 2014 performance
to-date, and Nordion’s latest expectations, the Company has updated
its previously stated fiscal 2014 outlook to reflect the impact of
certain events subsequent to the release of Nordion’s previous
outlook provided in March 2014. This update is preliminary,
particularly since the second quarter of fiscal 2014 is not yet
complete, and actual results may vary.
In Sterilization Technologies, there have been increased
requests for shipments of incremental Cobalt-60 (Co-60) during
Nordion’s second fiscal quarter from existing customers to sites
that Nordion does not typically supply, and from certain new
customers. The Company has also become aware that another Co-60
supplier is currently indicating that it is discontinuing supply of
Co-60. The Company believes this Co-60 supply will re-enter the
market; however, at this time, Nordion cannot determine or
estimate, when and to what extent, the supply of such Co-60 will
resume and believes that this current increase in requests for
shipments from Nordion is likely not permanent. With the increased
requests in the second fiscal quarter and the change in supply
dynamics, Nordion currently expects Sterilization Technologies
revenues in fiscal 2014 to increase by approximately 35% to 40%,
compared with fiscal 2013, up from the Company’s previous outlook
of an annual increase of 10% to 15%.
In Medical Isotopes, due to continued incremental demand for
Reactor isotopes, primarily resulting from the supply disruptions
that occurred in the first fiscal quarter of 2014, and higher than
expected revenue for Cyclotron isotopes primarily due to
Strontium-82 demand, Nordion currently expects Medical Isotopes
revenues to be approximately 45% higher in fiscal 2014 compared
with fiscal 2013, which is higher than the Company’s previous
outlook of an annual increase of approximately 40%. The increase in
Nordion’s fiscal 2014 Reactor isotopes revenue reflects a
significant portion of Nordion’s Medical Isotopes revenue growth
and is not expected to be permanent, as the additional orders that
have already been largely received by Nordion is a result of the
shutdown of key reactors and processing facilities, which have
since returned to service.
The above financial outlook update will also be available in the
information circular prepared by the Company in connection with the
Meeting.
Caution Concerning Forward-Looking StatementsThis release
contains forward-looking statements, within the meaning of certain
securities laws, including under applicable Canadian securities
laws and the “safe harbour” provisions of the United States Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements relating to
our expectations with respect to: the Company’s annual and special
meeting of shareholders, the Company’s forecasts and outlook,
including with respect to revenue for Sterilization Technologies,
Reactor isotopes, and Cyclotron isotopes; the exit of a competitor
from the business; the state of Co-60 supply from other sources;
and more generally statements with respect to our beliefs, plans,
objectives, expectations, anticipations, estimates and
intentions. The words “may”, “will”, “could”, “should”,
“would”, “outlook”, “believe”, “plan”, “anticipate”, “estimate”,
“project”, “expect”, “intend”, “indicate”, “forecast”, “objective”,
“optimistic”, and similar words and expressions are also intended
to identify forward-looking statements. Forward-looking statements
are necessarily based on estimates and assumptions made by us in
light of our experience and our perception of historical trends,
current conditions and expected future developments, as well as
other factors that we believe are appropriate in the circumstances,
but which are inherently subject to significant business,
political, economic, regulatory and competitive uncertainties and
contingencies. Known and unknown factors could cause actual results
to differ materially from those projected in the forward-looking
statements. Accordingly, this release is subject to the disclaimer
and qualified by the assumptions, qualifications and risk factors
referred to in our 2013 Annual Information Form (AIF) and our 2014
Management Information Circular, and our success in anticipating
and managing those risks. Our 2013 AIF, 2014 Management Information
Circular, and our other filings with the Canadian provincial
securities commissions and the US Securities and Exchange
Commission are available on SEDAR at www.sedar.com, on EDGAR at
www.sec.gov, and on Nordion’s website at www.nordion.com. We
caution readers not to place undue reliance on the Company’s
forward-looking statements, as a number of factors could cause our
actual results, performance or achievements to differ materially
from the beliefs, plans, objectives, expectations, anticipations,
estimates and intentions expressed in such forward-looking
statements. The forward-looking statements contained in this
news release are made as of the date of this release and,
accordingly, are subject to change after such date. The Company
does not assume any obligation to update or revise any
forward-looking statements, whether written or oral, that may be
made from time to time by us or on our behalf, except as required
by applicable law.
About Nordion Inc.Nordion Inc. (TSX:NDN) (NYSE:NDZ) is a
global health science company that provides market-leading products
used for the prevention, diagnosis and treatment of disease. We are
a leading provider of medical isotopes and sterilization
technologies that benefit the lives of millions of people in more
than 40 countries around the world. Our products are used daily by
pharmaceutical and biotechnology companies, medical-device
manufacturers, hospitals, clinics and research laboratories.
Nordion has over 400 highly skilled employees in three locations.
Find out more at www.nordion.com and follow us at
twitter.com/NordionInc.
About SterigenicsHeadquartered in Deerfield, Illinois,
Sterigenics operates out of 40 facilities across the Americas,
Europe and Asia and is a global leader in outsourced contract
sterilization services, primarily to the medical device,
pharmaceutical, food safety and high performance/specialty
materials industries.
About GTCR LLCFounded in 1980, GTCR LLC is a leading
private equity firm focused on investing in growth companies in the
Financial Services & Technology, Healthcare and Information
Services & Technology industries. The Chicago based firm
pioneered The Leaders Strategy™ – finding and partnering with
management leaders in core domains to identify, acquire and build
market-leading companies through transformational acquisitions and
organic growth. Since its inception, GTCR LLC has invested more
than $10 billion in over 200 companies. For more information,
please visit www.gtcr.com.
Nordion Inc.MEDIA:Shelley Maclean, 613-592-3400 x
2414Shelley.Maclean@nordion.comorINVESTORS:Ana Raman,
613-595-4580investor.relations@nordion.com
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