The final regulatory hurdle to the US$805 million acquisition of Nordion Inc (TSX:NDN) by Sterigenics International Inc has been cleared. As a result, the Ottawa-based medical isotope supplier said the proposed deal is expected to close on or about Aug. 6. Reuters previously reported that Sterigenics, a sterilization services provider owned by U.S. private equity firm GTCR LLC, has twice raised the buyout offer for Nordion from its US$727 million bid in reaction to an unnamed third party’s interest. The acquisition, which was approved by Nordion shareholders in June, followed a strategic review process launched by the company in January 2013.
Nordion Receives Investment Canada Act Approval and Announces Expected Closing Date for Acquisition by Sterigenics
OTTAWA, Ontario–(BUSINESS WIRE)–Aug. 1, 2014– Nordion Inc. (TSX:NDN) (NYSE:NDZ) announced today that the Minister of Industry has approved the previously announced proposed acquisition of all the common shares of Nordion Inc. by Sterigenics, pursuant to the terms of the Investment Canada Act. This approval was the last regulatory approval required for the proposed acquisition.
Nordion also announced that it expects the closing date of the proposed acquisition to be on or about August 6, 2014. Upon the completion of the acquisition, holders of Nordion common shares will receive US$13.00 in cash in exchange for each common share held.
A letter of transmittal is available under Nordion’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.
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; 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 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.
Shelley Maclean, 613-592-3400 x 2414
Ana Raman, 613-595-4580
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