Nordion Receives Final Court Approval for Acquisition by Sterigenics
June 11 2014 - 10:47AM
Business Wire
Nordion Inc. (TSX:NDN) (NYSE:NDZ) announced today that the
Ontario Superior Court of Justice (Commercial List) has issued a
final order approving the previously announced plan of arrangement
providing for the proposed acquisition by Sterigenics of all the
issued and outstanding common shares of Nordion for cash
consideration of US$13.00 per share (the “Arrangement”). The
Arrangement was approved by Nordion’s shareholders of record at the
Company’s Annual and Special Meeting held on Friday, June 6,
2014.
The transaction remains subject to certain closing conditions,
including 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 Management Information Circular dated April 22, 2014, as
supplemented May 8, 2014 and June 2, 2014. 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. The transaction is not subject to any
financing condition and is expected to close in the second half of
calendar 2014.
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 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
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 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 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.
NordionMEDIA:Shelley Maclean, 613-592-3400 x
2414Shelley.Maclean@nordion.comorINVESTORS:Ana Raman,
613-595-4580investor.relations@nordion.com
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