Nordion Announces the Coming into Force of Legislative Amendments to the Nordion Act
June 19 2014 - 6:17PM
Business Wire
Nordion Inc. (TSX:NDN) (NYSE:NDZ) was advised today that the
Parliament of Canada has enacted legislation affecting foreign
ownership restrictions and limitations contained in the Nordion and
Theratronics Divestiture Authorization Act (the “Nordion Act
”). The legislative amendments to the Nordion Act were included in
Bill C-31, An Act to implement certain provisions of the budget
tabled in Parliament on February 11, 2014, and other measures,
which received Royal Assent today and in relevant part concurrently
came into force. In accordance with the legislative amendments to
the Nordion Act, the foreign ownership restrictions applicable to
the Company will no longer apply to a change of control transaction
with a "non-resident" (as defined in the Nordion Act) if such a
transaction is approved under the Investment Canada Act. The Royal
Assent and coming into force of these amendments to the Nordion Act
were amongst the closing conditions for the previously announced
proposed acquisition by Sterigenics of all the issued and
outstanding common shares of Nordion.
The transaction remains subject to certain closing conditions,
including regulatory approvals, such as under competition/antitrust
laws and the Investment Canada Act, as more fully described in the
Management Information Circular dated April 22, 2014, as
supplemented on 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. 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; 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 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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