Nordion Receives Second Request Under Hart-Scott-Rodino Act
June 27 2014 - 8:00AM
Business Wire
Nordion Inc. (TSX:NDN) (NYSE:NDZ) announced today that it and
Sterigenics International LLC (“Sterigenics”) have each
received a request for additional information (a “Second
Request”) from the Federal Trade Commission (the “FTC”)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the “HSR Act”), in connection with the previously
announced plan of arrangement providing for the proposed
acquisition by Sterigenics of all the issued and outstanding common
shares of Nordion (the “Arrangement”).
The Second Request extends the waiting period imposed by the HSR
Act until 30 days after Nordion and Sterigenics have substantially
complied with the Second Request, unless that period is extended
voluntarily by the companies or terminated earlier by the FTC.
Nordion and Sterigenics intend to work diligently with the FTC as
it conducts its review of the proposed transaction and continue to
expect the Arrangement to close in the second half of calendar
2014. The transaction remains subject to certain closing
conditions, including regulatory approvals, such as under the
Competition Act (Canada) and the Investment Canada Act.
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 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 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 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:Tamra Benjamin, 613-592-3400 ext.
1022tamra.benjamin@nordion.comorINVESTORS:Ana Raman,
613-595-4580investor.relations@nordion.com
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