MDS Announces Substantial Issuer Bid
February 19 2010 - 7:00AM
PR Newswire (US)
TORONTO, Feb. 19 /PRNewswire-FirstCall/ -- MDS Inc. (TSX: MDS;
NYSE: MDZ), a leading provider of products and services to the
global life sciences markets, today announced that the Company
intends to make a Substantial Issuer Bid (the "offer"), pursuant to
which the Company will offer to repurchase for cancellation up to
between 40% and 46% of its outstanding Common Shares for an
aggregate purchase price of up to US$450 million. The offer will
proceed by way of a "modified Dutch auction", pursuant to which MDS
shareholders may deposit all or a portion of their Common Shares
(i) at a price of not less than US$8.10 and not more than US$9.30,
in increments of US$0.05 per share; or (ii) without specifying a
purchase price, in which case their Common Shares will be purchased
at the purchase price determined in accordance with the offer. When
the offer expires, MDS will select the lowest price within the
range of prices specified above (the "purchase price") enabling the
Company to purchase up to US$450 million of Common Shares.
Shareholders will receive the purchase price in cash for Common
Shares deposited at prices equal to or less than the purchase
price, subject to proration in the event that the aggregate cost to
purchase all of the Common Shares deposited at or less than the
purchase price exceeds US$450 million. All Common Shares purchased
by the Company will be purchased at the same price. All Common
Shares deposited at prices higher than the purchase price will be
returned to shareholders. The offer is not conditional upon any
minimum number of Common Shares being deposited; however, the offer
is subject to certain other conditions. Full particulars of the
terms and conditions of the offer will be contained in the Offer to
Purchase and Issuer Bid Circular and other related documents, which
will be filed with applicable securities regulatory authorities in
Canada and the United States and mailed to holders of Common Shares
on or about February 19, 2010. The offer will expire at 5 p.m. EDT
on March 29, 2010, unless withdrawn or extended by the Company. The
Company has retained RBC Capital Markets as financial advisor and
Dealer Manager in connection with the offer. The Company's Board of
Directors believes that the purchase of Common Shares under the
offer represents the most equitable and efficient means to
distribute a portion of the proceeds from the sale of MDS
Analytical Technologies to MDS shareholders, and is in the best
interests of the Company and its shareholders. As of February 19,
2010, MDS Inc. had 120,137,829 Common Shares outstanding. Press
Release for Informational Purposes Only This press release is for
informational purposes only, and does not constitute an offer to
buy or the solicitation of an offer to sell any Common Shares. The
solicitation and the offer to buy Common Shares will be made only
pursuant to the separate Offer to Purchase and Issuer Bid Circular
and other related documents. The Company will file the Offer to
Purchase and Issuer Bid Circular and other related documents with
Canadian securities regulatory authorities and a Tender Offer
Statement on Schedule TO (including the Offer to Purchase and
Issuer Bid Circular and other related documents) with the United
States Securities and Exchange Commission (the "SEC"). Shareholders
should carefully read the Tender Offer Statement, the Offer to
Purchase and Issuer Bid Circular and the other related documents
because they contain important information, including the various
terms and conditions of the offer. The Offer to Purchase and Issuer
Bid Circular, the related letter of transmittal and certain other
documents will be delivered without charge to all holders of Common
Shares. The Tender Offer Statement will be available without charge
at the SEC Website at http://www.sec.gov/ or by calling MDS at
(905) 267-4222. Offer documents required to be filed in Canada will
also be available without charge at http://www.sedar.com/. About
MDS MDS Inc. (TSX: MDS; NYSE: MDZ) is a global life sciences
company that provides market-leading products and services that
customers need for the development of drugs and the diagnosis and
treatment of disease. MDS Inc. is a leading global provider of
innovative technologies for use in medical imaging and
radiotherapeutics, sterilization, and pharmaceutical contract
research. MDS has more than 2,400 highly skilled people in nine
countries. Find out more at http://www.mdsinc.com/ or by calling
1-888-MDS-7222, 24 hours a day. Caution Concerning Forward-Looking
Statements This document contains forward-looking statements. Some
forward-looking statements may be identified by words like
"believes", "expects", "anticipates", "plans", "intends",
"indicates", "estimates" "projects" or similar expressions. The
statements are not a guarantee of future performance and are
inherently subject to risks and uncertainties. Actual results could
differ materially from those expressed in the forward-looking
statements due to a number of factors, including, but not limited
to, the ability to complete the planned sales of our MDS Pharma
Services Early Stage operations in a timely manner, risks relating
to obligations retained and projected adjustments with respect to
such sales and their success as ongoing businesses, the Company's
ability to retain customers as a result of any perceived
uncertainty related to the planned sales of our MDS Pharma Services
Early Stage operations, the fact that our operations will be
substantially reduced as a result of the sale of MDS Analytical
Technologies and MDS Pharma Services Early Stage operations,
successful implementation of structural changes, including
restructuring plans, technical or manufacturing or distribution
issues, the competitive environment for MDS's products and
services, the degree of market penetration of MDS's products and
services, the ability to secure a reliable supply of raw materials,
the impact of MDS's clients exercising rights to delay or cancel
certain contracts, the strength of the global economy, the
stability of global equity markets, the availability and cost of
financing, the impact of the movement of the U.S. dollar relative
to other currencies, particularly the Canadian dollar and the euro,
uncertainties associated with critical accounting assumptions and
estimates, satisfaction of the conditions in the offer, and other
factors set forth in reports and other documents filed by MDS with
Canadian and U.S. securities regulatory authorities from time to
time, including MDS's quarterly and annual MD&A, Annual
Information Form, and Annual Report on Form 40-F for the fiscal
year ended October 31, 2009 filed with the SEC. DATASOURCE: MDS
Inc. CONTACT: CONTACTS: MEDIA: Janet Ko, (905) 267-4226, ;
INVESTORS: Catherine Love, (905) 267-4230,
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