Nordion Announces Termination of Hart-Scott-Rodino Act Waiting Period & Receipt of No-Action Letter for Acquisition by Sterig...
July 11 2014 - 8:00AM
Business Wire
Nordion Inc. (TSX:NDN) (NYSE:NDZ) announced that on July 10,
2014 the Federal Trade Commission terminated the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the “HSR Act”) with respect to Sterigenics’
proposed acquisition of Nordion and the Canadian Competition Bureau
issued a no-action letter pursuant to the Competition Act. The
receipt of a no-action letter confirms that the Commissioner of
Competition does not intend to challenge the proposed
acquisition.
The termination of the HSR Act waiting period and the receipt of
a no-action letter pursuant to the Competition Act (Canada) satisfy
closing conditions of the proposed acquisition. The transaction
remains subject to certain closing conditions, including approval
under the Investment Canada Act, and is expected to close in the
second half of calendar 2014.
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; the timing and anticipated receipt of required regulatory
approvals for the transaction; 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 assumptions as to the time required to prepare and mail
security holder meeting materials; 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.
Nordion Inc.MEDIA:Shelley Maclean, 613-592-3400 x
2414Shelley.Maclean@nordion.comorINVESTORS:Ana Raman,
613-595-4580investor.relations@nordion.com
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