Sterigenics confirms offer, cash consideration
of US$12.25 per share
Nordion Inc. (TSX:NDN) (NYSE:NDZ) today announces that although
a clear majority of Nordion shareholders support Sterigenics’
all-cash acquisition proposal at US$12.25 per share (the
“Arrangement”), it does not appear that there will be sufficient
shareholder support to approve the Sterigenics deal based on voting
results currently available following the May 23, 2014 proxy voting
deadline (the “Initial Proxy Deadline”). As of the Initial Proxy
Deadline, approximately 71.4% of all outstanding shares have been
voted by proxy on the Arrangement resolution. Approximately 64.8%
of the shares voted is in favour of the Arrangement and
approximately 35.2% of shares voted is against the Arrangement. The
Arrangement resolution requires the approval of 66 2/3% of the
votes cast by such shareholders.
Since receiving the vote information, Sterigenics was asked to
increase its acquisition price. Sterigenics refused, noting it
believes the current deal provides Nordion shareholders with full
and fair value, after an extensive strategic review process.
Given that the vote is very close and Sterigenics has refused to
increase its acquisition price, Nordion’s Board of Directors (the
“Board”), acting on the unanimous recommendation of a special
committee comprised solely of independent directors, has
unanimously determined that postponing the Meeting to Tuesday, June
3, 2014 is in the best interest of Nordion. The postponement
of the Meeting will provide shareholders with the opportunity to
either cast their vote if they have not done so already or
reconsider their position. The Board has reconfirmed its
determination that the Arrangement is in the best interests of
Nordion and continues to recommend that the shareholders vote FOR
the Sterigenics acquisition proposal at US$12.25 per share in cash
consideration.
The Meeting will now be held at 2:00 pm ET on Tuesday, June 3,
2014 at the Chateau Laurier, 1 Rideau Street, Ottawa, Ontario,
Canada. The Meeting was originally scheduled to take place on May
27, 2014. The record date for shareholders entitled to vote at the
Meeting remains April 24, 2014. Shareholders present in person or
by proxy at the Meeting will vote on the resolution approving the
previously announced proposed acquisition by Sterigenics of all the
issued and outstanding common shares of Nordion for a cash
consideration of US$12.25 per share and on the annual meeting
matters. As of the Initial Proxy Deadline, over 80% of the shares
voted are in favour of the election of each of the eight nominees
to be elected as directors at the Meeting.
Potential Impact of the Arrangement Not Being Approved by
ShareholdersThe Arrangement is the best alternative resulting
from an active and extensive strategic review process that was
publicly announced on January 28, 2013. Although the terms and
conditions of the Arrangement does not preclude any party from
proposing or making an acquisition proposal, Nordion has not
received any new proposal or offer from any party since the
acquisition proposal announced on May 5, 2014 concurrently with the
increase of the Sterigenics’ all-cash acquisition proposal to
US$12.25 per share, a US$0.50 per share increase over the initial
cash consideration of US$11.75 per share.
If the Arrangement is not approved by shareholders, either
Nordion or Sterigenics may terminate the arrangement agreement at
its option. If the Arrangement is not completed, the market price
of the shares may be materially adversely affected and there can be
no assurance that Nordion will be able to find a party willing to
pay a price per share at least equal to the price to be paid
pursuant to the terms of the Arrangement.
Voting InformationGiven the status of the current voting
results, your vote is important regardless of the number of shares
you hold and the Board of Directors urges you to vote. In
accordance with the postponement of the Meeting, the deadline for
your proxies be received by Nordion’s transfer agent, CST Trust
Company is now 5:00 pm on Friday May 30, 2014. You are
entitled to vote at the Meeting if you were a Shareholder on April
24, 2014.
If you who have already submitted your proxy and you do not wish
to change your votes on the matters set forth therein, no further
action is required on your part and your votes will be counted at
the Meeting in accordance with the proxy you have already
submitted. If you have already submitted your proxy and you wish to
change how your proxy was voted, you must comply with the proxy
revocation procedures set forth in the proxy and in Nordion’s
management information circular dated April 22, 2014, as
supplemented on May 8, 2014 (the “Circular”). The Circular contains
important information about the transaction and the Meeting and is
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.
For those Shareholders that cannot attend the Meeting in person,
Nordion has made arrangements to provide a live teleconference of
the Meeting. However, Shareholders will not be permitted to vote or
otherwise participate in the Meeting through the teleconference
facility.
To attend via Teleconference, you must register in advance
at:https://selfreg-inscriptionauto.confsolutions.ca/webportal/reg.html?Acc=6236061574&Conf=146105Passcode
and PIN will be provided upon registration.
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.
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 timing and anticipated
receipt of required security holder approvals for the transaction;
the potential impact of the Arrangement not being approved by
shareholders; the anticipated timing of the annual and special
meeting of Nordion shareholders to consider 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 completion of the
proposed transaction and the anticipated timing for the completion
of the transaction, Nordion has provided such statements and
information in reliance on certain assumptions that it believes 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 shareholder approvals; 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.
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. Readers are cautioned
that the foregoing list of factors is not exhaustive. 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.
NordionMEDIA:Shelley Maclean, 613-592-3400 x
2414Shelley.Maclean@nordion.comorINVESTORS:Ana Raman,
613-595-4580investor.relations@nordion.com
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