- Cash consideration of US$12.25 per
share, an increase of US$0.50, to be received by shareholders at
closing of transaction
- The Increased Consideration represents
a premium of approximately 29% over the 90-day volume weighted
average price of US$9.47 per share on the NYSE as at March 27,
2014
- Annual and special shareholders meeting
scheduled to be held on May 27, 2014, as previously announced
Nordion Inc. (TSX: NDN) (NYSE: NDZ) today announced that it has
entered into an amendment to the previously announced definitive
agreement with Sterigenics (the “Arrangement Agreement” and, as
amended, the “Amended Arrangement Agreement”) setting out the terms
and conditions of the proposed acquisition by Sterigenics of all
the issued and outstanding common shares of Nordion. In accordance
with the Amended Arrangement Agreement, Nordion shareholders will
now be entitled to a cash consideration of US$12.25 per share (the
“Increased Consideration”). All other terms of the Arrangement
Agreement remain unchanged.
Nordion announced on March 28, 2014 that it had entered into an
Arrangement Agreement pursuant to which Sterigenics would acquire
all the outstanding common shares of Nordion for a consideration of
US$11.75 per share. On April 25, 2014, Nordion received an
unsolicited written acquisition proposal from a third party (the
“Third Party”) at a proposed price of US$12.25 per share (the
“Unsolicited Proposal”), the material terms and conditions of which
were provided to Sterigenics in accordance with the Arrangement
Agreement. While the Unsolicited Proposal contained a comfort
letter from financing sources, it did not have fully committed
financing and was subject to other conditionality. The Third Party
previously had participated in Nordion’s strategic review process
and is referred to as Party A in Nordion’s management information
circular dated April 22, 2014 (the “Circular”). As described
in the Circular, the Third Party had previously delivered proposals
with a maximum proposed price of US$10.70. On April 29, 2014,
Nordion retained Canaccord Genuity Corp. as an additional financial
advisor to assist Nordion in reviewing the Unsolicited Proposal. On
May 1, 2014, Nordion’s Board of Directors (the “Board”), acting on
the unanimous recommendation of the Special Committee, comprised
solely of independent directors (the “Special Committee”) and, in
consultation with its outside counsel and financial advisors,
unanimously determined that the Unsolicited Proposal was an
Acquisition Proposal (as defined in the Arrangement Agreement) that
could reasonably be expected to constitute or lead to a Superior
Proposal (as defined in the Arrangement Agreement). As required by
the Arrangement Agreement, Nordion notified Sterigenics of such
determination. Prior to Nordion engaging in discussions or
negotiations with the Third Party, and at Sterigenics request,
Nordion and Sterigenics discussed possible amendments to the
Arrangement Agreement, which ultimately resulted in Nordion and
Sterigenics entering into the Amended Arrangement Agreement and in
the Board’s determination, acting on the unanimous recommendation
of the Special Committee, that the Unsolicited Proposal was no
longer an Acquisition Proposal that could reasonably be expected to
constitute or lead to a Superior Proposal.
The total transaction is now valued at approximately US$758
million and will be funded using a combination of new debt
facilities and equity financing, both of which are fully committed,
Sterigenics’ cash on hand, and a portion of Nordion’s cash on hand.
Sterigenics has delivered amended and restated debt and equity
commitment letters supporting the Increased Consideration. The
Increased Consideration represents a premium of approximately:
- 17% to the closing price of US$10.48
per Common Share on the NYSE on March 27, 2014, the day immediately
before the initial announcement concerning the Arrangement;
- 29% over the 90-day volume weighted
average price of US$9.47 per Common Share on the NYSE as at March
27, 2014;
- 92% 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 the strategic review
process; and
- 4% over the cash consideration of
US$11.75 per share that was initially to be received by
shareholders under the Arrangement Agreement.
The Board, acting on the unanimous recommendation of the Special
Committee, has unanimously determined that the transaction, as
amended by the Amended Arrangement Agreement, is in the best
interests of Nordion. The Board unanimously approved the amendment
to the Arrangement Agreement and re-affirmed its recommendation
that Nordion shareholders vote FOR the transaction at the upcoming
annual and special meeting of Nordion shareholders, which is
scheduled to be held at the Brookstreet Hotel, located at 525
Legget Drive, Ottawa, Ontario, Canada, 2:00 pm ET on May 27, 2014
(the “Meeting”). Nordion shareholders of record as of the close of
business on April 24, 2014 will be entitled to attend, and to vote
at, the Meeting or any adjournments or postponements thereof.
Nordion is preparing a supplement (the “Supplement”) to the
Circular which will describe the amendment to the Arrangement
Agreement and contain other relevant information. The Supplement
will be mailed, together with an amended and restated letter of
transmittal reflecting the Increased Consideration, to shareholders
and will also be made available under Nordion’s profile on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov/edgar. Details of the
transaction, as well as the rationale for the Board’s support of
the transaction, as amended pursuant to the Amended Arrangement
Agreement, will be set out in the Supplement. A copy of the opinion
received by the Board regarding the Increased Consideration payable
in the transaction from a financial perspective will also be
included in the Supplement.
The transaction remains subject to certain closing conditions,
including receipt of all regulatory approvals, such as under
competition/antitrust laws and the Investment Canada Act, and the
coming into force of certain amendments to the Nordion and
Theratronics Divestiture Authorization Act, as more fully described
in the Circular. Nordion and Sterigenics have already submitted the
required regulatory applications. In addition, the transaction is
effectively conditional upon Nordion having at closing US$300
million of available cash on hand to complete the steps of the
transaction. As of the date hereof, Nordion has approximately
US$333 million of cash and cash equivalents. The transaction is not
subject to any financing condition and is expected to close in the
second half of calendar 2014.
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.
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 Sterigenics
Headquartered 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.
Advisors
Jefferies LLC and Canaccord Genuity Corp. are acting as
financial advisors to Nordion in connection with the transaction.
Stikeman Elliott LLP and Skadden, Arps, Slate, Meagher & Flom
LLP are Nordion’s legal counsels and Davies, Ward, Phillips &
Vineberg LLP is the Special Committee’s legal counsel. Goldman,
Sachs & Co. served as financial advisor to Sterigenics in
connection with the transaction, and Gowling Lafleur Henderson LLP,
Kirkland & Ellis LLP and Cleary Gottlieb Steen & Hamilton
LLP served as legal counsel.
Caution Concerning Forward-Looking Statements
This 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 timing
and outcome of the proposed acquisition by Sterigenics of all of
the outstanding common shares of Nordion; the anticipated benefits
of the transaction to the parties and their respective security
holders; the timing and anticipated receipt of required regulatory,
court and security holder approvals for the transaction; the timing
and anticipated enactment of Nordion and Theratronics Divestiture
Authorization Act; Sterigenics’ ability to complete its financing;
the ability of the parties to satisfy the other conditions to, and
to complete, the transaction; the anticipated timing of the meeting
of Nordion shareholders to consider the transaction and for the
closing of the transaction; 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. In respect of the forward-looking statements and
information concerning the anticipated benefits and completion of
the proposed transaction and the anticipated timing for the
completion of the transaction, Nordion and Sterigenics have
provided such statements and information in reliance on certain
assumptions that they believe are reasonable at this time,
including assumptions as to the time required to prepare and mail
security holder meeting materials; the ability of the parties to
receive, in a timely manner and on satisfactory terms, the
necessary regulatory, court and shareholder approvals; the timing
and anticipated enactment of the proposed amendments to the Nordion
and Theratronics Divestiture Authorization Act; the ability of the
parties to satisfy, in a timely manner, the other conditions of the
closing of the transaction; and other assumptions and expectations
concerning the transaction. There can be no assurance that the
proposed transaction will occur, or that it will occur on the terms
and conditions contemplated in this news release. The proposed
transaction could be modified, restructured or terminated.
Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this news
release.
Since forward-looking statements and information address future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks. Readers are cautioned that the foregoing list of factors is
not exhaustive. Additional information on other factors that could
affect the operations or financial results of the parties are
included in reports on file with applicable securities regulatory
authorities, including in our 2013 Annual Information Form (AIF)
and our 2014 Management Information Circular. 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.
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.
MEDIA:NordionShelley Maclean, 613-592-3400 x
2414Shelley.Maclean@nordion.comorINVESTORS:Ana
Raman, 613-595-4580investor.relations@nordion.com
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