Nordion Inc. (TSX:NDN) (NYSE:NDZ) today announced the detailed
results from its Annual and Special Meeting of Shareholders (the
“Meeting”) which took place earlier today. As stated in an earlier
announcement, Nordion’s shareholders have approved the special
resolution authorizing the previously announced plan of arrangement
(the “Arrangement”) providing for the acquisition of all the
outstanding Nordion shares for cash consideration of US$13.00 per
share by Sterigenics. All director nominees were re-elected to the
Board of Directors, and Ernst & Young LLP was appointed as
auditors.
A total of 50,048,656 Common Shares of the Corporation, or
80.84% of the total outstanding Common Shares, were voted at the
Meeting, as follows:
For Against/ Withhold
Number Percentage Number
Percentage 1. Arrangement Resolution 36,171,979 76.37%
11,193,417 23.63% 2. Election of Directors
W. D. Anderson 39,727,285 83.87% 7,638,102 16.13% J. Brown
39,103,794 82.56% 8,261,593 17.44% W. G. Dempsey 40,585,392 85.69%
6,779,995 14.31% S. Murphy 39,104,804 82.56% 8,260,583 17.44% K.
Newport 39,086,644 82.52% 8,278,743 17.48% A. Olukotun 40,590,610
85.70% 6,774,777 14.30% S. M. West 40,588,424 85.69% 6,776,963
14.31% J. Woodruff 39,104,624 82.56% 8,260,763 17.44% 3.
Appointment of Auditors 49,438,259 98.78% 609,503 1.22%
Prior to the Meeting, the board of directors of Nordion selected
William D. Anderson to serve as Chair of the Company.
Ms. Mary Mogford, an independent director who has served as a
director of the Company since 1996, has reached retirement age and
accordingly did not stand for re-election as a director at the
Meeting. Nordion thanks Ms. Mogford for her wisdom and dedicated
service to the Board.
The Arrangement is also subject to approval by the Ontario
Superior Court of Justice (Commercial List) at a final hearing. It
is anticipated that the Arrangement will be completed in the second
half of 2014, subject to, without limitation, court approval,
obtaining required regulatory approvals, the coming into force of
certain amendments to the Nordion and Theratronics Divestiture
Authorization Act and the satisfaction or waiver of other
conditions precedent.
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.
NordionMEDIA:Shelley Maclean, (613) 592-3400 x
2414Shelley.Maclean@nordion.comorINVESTORS:Ana Raman, (613)
595-4580investor.relations@nordion.com
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