Nordion Files Supplement to Management Information Circular
09 Mayo 2014 - 4:00PM
Business Wire
Board reiterates recommendation that
shareholders vote FOR the transaction with Sterigenics
Nordion Inc. (TSX:NDN) (NYSE:NDZ) today announced that it has
filed a supplement (the “Supplement”) to its management information
circular dated April 22, 2014. The Supplement contains detailed
information as to the previously announced amendments to the
definitive agreement with Sterigenics increasing the cash
consideration to be paid to shareholders to US$12.25 per share (the
“Arrangement Agreement” and, as amended, the “Amended Arrangement
Agreement”). The Amended Arrangement Agreement sets out the terms
and conditions of the proposed acquisition by Sterigenics of all
the issued and outstanding common shares of Nordion. As announced
on May 5, 2014, 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”), an increase of US$0.50 per common share and a
premium of approximately 4% over the cash consideration of US$11.75
per common share that was initially to be received by shareholders.
All other terms of the Arrangement Agreement remain unchanged.
Board Unanimously Supports the TransactionThe 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 (the “Meeting”) of Nordion shareholders.
The Meeting 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. 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.
The Supplement will be mailed to shareholders in the coming
days, together with an amended and restated letter of transmittal
reflecting the Increased Consideration, and is available under
Nordion’s profile on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov/edgar. Shareholders should read the Supplement in
conjunction with the management information circular dated April
22, 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.
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, 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.
Nordion Inc.MEDIA:Shelley Maclean, 613-592-3400 x
2414Shelley.Maclean@nordion.comorINVESTORS:Ana Raman,
613-595-4580investor.relations@nordion.com
Nordion Inc. (NYSE:NDZ)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Nordion Inc. (NYSE:NDZ)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024