Patheon N.V. (NYSE:PTHN) Files An 8-K Other Events

Patheon N.V. (NYSE:PTHN) Files An 8-K Other Events

Story continues below

Item 8.01.

Other Events.
On May 15, 2017, Patheon N.V., a public limited liability company
organized under the laws of The Netherlands (Patheon) and Thermo
Fisher Scientific Inc., a Delaware corporation (Thermo Fisher)
issued a joint press release announcing the execution of a
Purchase Agreement, dated as of May 15, 2017, by and among Thermo
Fisher, Thermo Fisher (CN) Luxembourg S. r.l., a private limited
liability company organized under the Laws of the Grand Duchy of
Luxembourg and wholly owned subsidiary of Thermo Fisher (Buyer)
and Patheon, to which, upon the terms and subject to the
conditions thereof, Buyer will commence a tender offer to
purchase all of the outstanding ordinary shares of Patheon. A
copy of the joint press release is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
The information required by Item 1.01, including a copy of the
Purchase Agreement, will be filed in a separate Current Report on
Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
Exhibit No.
Description
99.1
Joint Press Release of Thermo Fisher Scientific Inc. and
Patheon N.V., dated May 15, 2017.
Forward-Looking Statements
This communication contains forward-looking statements that
involve a number of risks and uncertainties. Words such as
believes, anticipates, plans, expects, seeks, estimates, and
similar expressions are intended to identify forward-looking
statements, but other statements that are not historical facts
may also be deemed to be forward-looking statements. Important
factors that could cause actual results to differ materially from
those indicated by forward-looking statements include risks and
uncertainties relating to: the need to develop new products and
adapt to significant technological change; implementation of
strategies for improving growth; general economic conditions and
related uncertainties; dependence on customers capital spending
policies and government funding policies; the effect of exchange
rate fluctuations on international operations; use and protection
of intellectual property; the effect of changes in governmental
regulations; and the effect of laws and regulations governing
government contracts, as well as the possibility that expected
benefits related to recent and pending acquisitions, including
the proposed transaction, may not materialize as expected; the
proposed transaction not being timely completed, if completed at
all; prior to the completion of the transaction, Patheons
business experiencing disruptions due to transaction-related
uncertainty or other factors making it more difficult to maintain
relationships with employees, customers, licensees, other
business partners or governmental entities; difficulty retaining
key employees; the outcome of any legal proceedings related to
the proposed transaction; and the parties being unable to
successfully implement integration strategies or to achieve
expected synergies and operating efficiencies within the expected
time-frames or at all. Additional important factors that could
cause actual results to differ materially from those indicated by
such forward-looking statements are set forth in Thermo Fishers
Annual Report on Form 10-K for the year ended December 31, 2016,
which is on file with the U.S. Securities and Exchange Commission
(SEC) and available in the Investors section of Thermo Fishers
website, ir.thermofisher.com, under the heading SEC Filings, and
in any subsequent Quarterly Reports on Form 10-Q and other
documents Thermo Fisher files with the SEC, and in Patheons
Annual Report on Form 10-K for the year ended October 31, 2016
and its subsequent Quarterly Reports on Form 10-Q, including its
Quarterly Report on Form 10-Q for the quarter ended January 31,
2017, each of which is on file with the SEC and available in the
Investor Relations section of Patheons website, ir.patheon.com,
under the heading SEC Filings, and in other documents Patheon
files with the SEC. While Thermo Fisher or Patheon may elect to
update forward-looking statements at some point in the future,
Thermo Fisher and Patheon specifically disclaim any obligation to
do so, even if estimates change and, therefore, you should not
rely on these forward-looking statements as representing either
Thermo Fishers or Patheons views as of any date subsequent to
today.
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 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 EGM
Proposals).
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 SECs website at www.sec.gov or at Patheons
website at www.patheon.com or by contacting Patheons investor
relations department at 919-226-3165 or at Thermo Fishers website
at www.thermofisher.com or by contacting Thermo Fishers investor
relations department at 781-622-111. 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.
Participants in the Solicitation
Patheon, its directors and executive officers and other members
of its management and employees, as well as Thermo Fisher and its
directors and executive officers, may be deemed to be
participants in the solicitation of proxies from Patheons
shareholders in connection with the EGM Proposals. Information
about Patheons directors and executive officers and their
ownership of Patheon ordinary shares is set forth in the proxy
statement for Patheons 2017 annual general meeting of
shareholders, which was filed with the SEC on January 26, 2017.
Information about Thermo Fishers directors and executive officers
is set forth in the proxy statement for Thermo Fishers 2017
annual meeting of stockholders, which was filed with the SEC on
April 4, 2017. Shareholders may obtain additional information
regarding the direct and indirect interests of the participants
in the solicitation of proxies in connection with the EGM
Proposals, including the interests of Patheons directors and
executive officers in the transaction, which may be different
than those of Patheons shareholders generally, by reading the
proxy statement and other relevant documents regarding the
transaction which will be filed with the SEC.


About Patheon N.V. (NYSE:PTHN)

Patheon N.V. is a provider of outsourced pharmaceutical development and manufacturing services. The Company’s segments include Drug Product Services (DPS), Pharmaceutical Development Services (PDS) and Drug Substance Services (DSS). The DPS segment is engaged in manufacturing and packaging for approved prescription, over-the-counter (OTC) and nutritional products. The PDS segment provides a range of formulation, production and technical services from the early stages of a product’s development to regulatory approval, as well as for new formulations of approved products for lifecycle extension. The DSS segment provides small molecule active pharmaceutical ingredient (API) and outsourced manufacturing solutions for large molecule biological API from early development through commercial scale production. It provides an integrated range of API and finished drug product services to its customers, from formulation development to clinical and commercial-scale manufacturing.

Patheon N.V. (NYSE:PTHN) Recent Trading Information

Patheon N.V. (NYSE:PTHN) closed its last trading session up +8.59 at 34.59 with 300,626 shares trading hands.

An ad to help with our costs