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.
Copyright Business Wire 2014