HEERLEN, the Netherlands, May 15, 2017 /PRNewswire/ --
Royal DSM, a global science-based company active in health, nutrition and materials , informs its
stakeholders that the Board of Directors of Patheon N.V. (NYSE: PTHN), a company in which DSM holds approximately 48.7 million
ordinary shares, has unanimously approved the acquisition of Patheon by Thermo Fisher Scientific Inc. (NYSE: TMO) .
Thermo Fisher will commence a tender offer to acquire all of the issued and outstanding shares of
Patheon for $ 35.00 per ordinary share in cash.
DSM has entered into a tender and support agreement with Thermo Fisher pursuant to which DSM
will tender its shares in the transaction. The transaction, which is expected to be completed by the end of 2017, is subject to
the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals, the adoption of
certain resolutions relating to the transaction at an extraordinary general meeting of Patheon's shareholders and completion of
the tender offer.
(Logo: http://photos.prnewswire.com/prnh/20160803/395298LOGO )
More information regarding the acquisition of Patheon by Thermo Fisher can be found in the
press release issued by Thermo Fisher
and Patheon on 15 May 2017.
This press release may contain forward-looking statements with respect to DSM's future (financial) performance and position.
Such statements are based on current expectations, estimates and projections of DSM and information currently available to the
company. DSM cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and
therefore it should be understood that many factors can cause actual performance and position to differ materially from these
statements. DSM has no obligation to update the statements contained in this press release, unless required by law. The English
language version of the press release is leading.
Additional Information and Where to Find It
The tender offer referenced herein has not yet commenced. This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Patheon or any other securities, nor
is it a substitute for the tender offer materials that Thermo Fisher and its acquisition
subsidiary will file with the SEC. On the commencement date of the tender offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Thermo Fisher and/or its acquisition subsidiary and a solicitation/recommendation statement on Schedule 14D-9
will be filed with the SEC by Patheon with respect to the tender offer. The offer to purchase all of the outstanding ordinary
shares of Patheon will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a
part of the Schedule TO. Patheon will also file a proxy statement with the SEC in connection with the extraordinary general
meeting of shareholders of Patheon, at which the Patheon shareholders will vote on certain proposed resolutions in connection
with the transaction.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND THE PROXY STATEMENT WILL CONTAIN IMPORTANT
INFORMATION. INVESTORS AND SHAREHOLDERS OF PATHEON ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING
THEIR ORDINARY SHARES OR MAKING ANY VOTING DECISION.
The tender offer materials (including the offer to purchase and the related letter of transmittal and certain other tender
offer documents), the solicitation/recommendation statement and the proxy statement (when they become available) and other
documents filed with the SEC by Thermo Fisher or Patheon, may be obtained free of charge at the
SEC's website at http://www.sec.gov or at Patheon's website at http://www.patheon.com or by contacting Patheon's investor relations department
at (919) 226 3165, or at Thermo Fisher's website at http://www.thermofisher.com or by contacting Thermo Fisher's investor relations
department at (781) 622 1111. In addition, investors and shareholders of Patheon may obtain free copies of the tender offer
materials by contacting the information agent for the tender offer that will be named in the tender offer statement on Schedule
TO.
DSM - Bright Science. Brighter Living.™
Royal DSM is a global science-based company active in health, nutrition and materials. By connecting its unique competences in
life sciences and materials sciences DSM is driving economic prosperity, environmental progress and social advances to create
sustainable value for all stakeholders simultaneously. DSM delivers innovative solutions that nourish, protect and improve
performance in global markets such as food and dietary supplements, personal care, feed, medical devices, automotive, paints,
electrical and electronics, life protection, alternative energy and bio-based materials. DSM and its associated companies deliver
annual net sales of about €10 billion with approximately 25,000 employees. The company is listed on Euronext Amsterdam. More
information can be found at http://www.dsm.com.
For more information:
DSM Corporate Communications
Stephen Hufton
tel. +31-(0)-45-5782017
e-mail media.contacts@dsm.com
DSM Investor Relations
Dave Huizing
tel. +31-(0)-45-5782864
e-mail investor.relations@dsm.com
Patheon Media Contact Information:
Mari Mansfield
Phone: +1-919-632-4712
E-mail: mari.mansfield@patheon.com
Website: http://www.patheon.com
Patheon Investor Contact Information:
Tyler Gronbach
Phone: +1-919-226-3201
Email: tyler.gronbach@patheon.com
Thermo Fisher Media Contact Information:
Karen Kirkwood
Phone: +1-781-622-1306
E-mail: karen.kirkwood@thermofisher.com
Website: http://www.thermofisher.com
Thermo Fisher Investor Contact Information:
Ken Apicerno
Phone: +1-781-622-1294
E-mail: ken.apicerno@thermofisher.com
PRN NLD