news Patheon Announces Refinancing in Connection with Acquisition of Banner Pharmacaps
| 29 Oct 2012 07:01 ET |  |
CNW Group
Funding for acquisition fully committed
Guidance for fiscal 2012 updated
Patheon Inc. (TSX: PTI), a leading provider of contract development and manufacturing services to the global pharmaceutical industry, today announced that it has entered into a definitive agreement with VION N.V., a global manufacturer of foodstuffs and ingredients based in the Netherlands, to acquire Banner Pharmacaps ("Banner"), a specialty pharmaceutical business dedicated to the research, development and manufacturing of unique gelatin-based dosage forms.
In connection with the funding of the acquisition, Patheon has obtained committed financing, which it expects to use on or after the closing date to finance the purchase of Banner, repurchase its existing senior secured notes and repay any borrowings outstanding under its existing revolving credit facility, pay fees and expenses associated with the transactions, and for general corporate purposes.
Patheon has received commitments from Morgan Stanley, UBS, Credit Suisse and KeyBank to provide, in the aggregate, U.S. $650 million senior secured facilities, comprised of a U.S. $565 million term loan facility and a U.S. $85 million revolving facility, on the terms, and subject to customary conditions, including the closing of the acquisition, set forth in a debt commitment letter (the "Debt Commitment Letter"). It is anticipated that the U.S. $85 million revolving facility will not be significantly drawn upon at the time of the closing of the acquisition.
In addition, Patheon has received an equity financing commitment from JLL Partners Fund V, L.P., an affiliate of Patheon's majority shareholder, to contribute (through one or more affiliates) equity financing, without any fees or charges, by participating in a rights offering or private placement of Patheon's restricted voting shares, in an amount up to U.S. $30 million, less amounts invested in Patheon by other shareholders. Under any such rights offering all shareholders would be offered a pro rata right, including any oversubscription privilege, to purchase restricted voting shares of Patheon. Any rights offering would be subject to approval by applicable securities regulatory authorities, including the Toronto Stock Exchange.
Patheon is also raising its revenue guidance for the 12 months ending October 31, 2012. Revenue is expected to be between U.S. $740 million and U.S. $745 million. In addition, the company expects Adjusted EBITDA for the 12 months ending October 31, 2012 to be approximately $69 million.