Nordion’s Shareholders Approve Arrangement with Sterigenics
June 06 2014 - 12:31PM
Business Wire
Nordion Inc. (TSX:NDN) (NYSE:NDZ) announced today that its
shareholders (the “Shareholders”) have approved the special
resolution authorizing the previously announced plan of arrangement
(the “Arrangement”) providing for the acquisition by Sterigenics of
all Nordion’s outstanding shares for cash consideration of US$13.00
per share.
The Arrangement resolution required the approval of 66 2/3% of
the votes cast by Shareholders present in person or represented by
proxy at the Annual and Special Meeting of Shareholders
(the “Meeting”).
As a result of the postponement of the Meeting to June 6, 2014,
the hearing on the final order in respect of the Arrangement before
the Ontario Superior Court of Justice (Commercial List) will now be
held on June 11, 2014 at 9:30 a.m., 330 University Avenue, Toronto,
Ontario. The transaction remains subject to certain closing
conditions, including receipt of court approval, 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. 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. As of the date hereof, Nordion has
approximately US$344 million of cash and cash equivalents. The
transaction is not subject to any financing condition and is
expected to close in the second half of calendar 2014.
“We thank shareholders who took the time to vote,” said William
D. Anderson, Chairman, Board of Directors. “In fiscal 2014, the
Board and Management will continue to focus on managing and
operating the Sterilization Technologies and Medical Isotopes
businesses, as well as bringing our transaction with Sterigenics to
a close.”
Shareholders also approved the re-election to the board of
directors of Nordion all of the director nominees, and Ernst &
Young LLP was appointed as auditors. Detailed results of the vote
will be provided later today.
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 StatementsThis 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 closing of the Arrangement
with Sterigenics, 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. Accordingly, readers should
not place undue reliance on the forward-looking statements and
information contained in this news release.
Forward-looking statements are necessarily based on estimates
and assumptions made by us in light of our experience and our
perception of historical trends, current conditions and expected
future developments, as well as other factors that we believe are
appropriate in the circumstances, but which are inherently subject
to significant business, political, economic, regulatory and
competitive uncertainties and contingencies. Readers are cautioned
that the foregoing list of factors is not exhaustive. Known and
unknown factors could cause actual results to differ materially
from those projected in the forward-looking statements.
Accordingly, this release is subject to the disclaimer and
qualified by the assumptions, qualifications and risk factors
referred to in our 2013 Annual Information Form (AIF) and our 2014
Management Information Circular, and our success in anticipating
and managing those risks. 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. We
caution readers not to place undue reliance on the Company’s
forward-looking statements, as a number of factors could cause our
actual results, performance or achievements to differ materially
from the beliefs, plans, objectives, expectations, anticipations,
estimates and intentions expressed in such forward-looking
statements.
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.
Nordion Inc.MEDIA:Shelley Maclean, 613-592-3400 ext.
2414Shelley.Maclean@nordion.comINVESTORS:Ana Raman,
613-595-4580investor.relations@nordion.com
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