Patheon to Acquire Banner Pharmacaps

Patheon to Acquire Banner Pharmacaps

PR Newswire

Adds Balanced Product and Intellectual Property Portfolio with
Complementary Technology Platforms

Builds Scale, Expands Capacity and Broadens Footprint in Emerging
Markets

TORONTO and HIGH POINT, NC, Oct. 29, 2012 /PRNewswire/ – Patheon Inc. (TSX: PTI), a leading provider of contract development and
manufacturing services to the global pharmaceutical industry, today
announced that it has entered into a definitive agreement with VION
N.V., a global manufacturer of foodstuffs and ingredients based in the
Netherlands
, to acquire Banner Pharmacaps (“Banner”), a specialty
pharmaceutical business dedicated to the research, development and
manufacturing of unique gelatin-based dosage forms.

Banner is the world’s second largest pharmaceutical business focused on
delivering proprietary softgel formulations for over-the-counter,
prescription and nutritional consumer products, with four manufacturing
facilities, significant proprietary technologies and products, and
leading positions in some of the industry’s fastest-growing product
categories. Banner is headquartered in High Point, N.C., with
additional research labs and manufacturing facilities in the
Netherlands
, Canada and Mexico.

James C. Mullen, Patheon’s Chief Executive Officer, stated, “The acquisition of Banner
advances our strategic plan put in place in 2011, fully aligning with
Patheon’s intent to be the leader in oral dosage development and
manufacturing services. The transaction provides us with a
well-balanced portfolio of proprietary products, state-of-the-art
facilities with enhanced capabilities, as well as an expanded
geographical presence. We believe our visibility within the industry
will be further strengthened as we pass the USD 1 billion-revenue
mark.”

“Patheon shares many interfaces with Banner’s field of activities and
offers opportunities for further growth over the coming years. The
sale of Banner is a strategic transaction for both organizations,” said
Peter Beckers, chairman of the board of directors, Banner Pharmacaps,
and executive board member, VION N.V. “It allows VION to focus on its
core business of food and ingredients, while aligning Banner with a
global company that is known for its focus on quality and customer
service in the pharmaceutical industry. We are convinced that this
transaction represents the best outcome for Banner’s customers,
partners and for our people, who will benefit from the scale
opportunities of being a part of an organization such as Patheon.”

The acquisition will be structured as a purchase of all of the shares of
the entities through which Banner conducts its operations, for a
purchase price of U.S. $255 million, subject to working capital and
other adjustments. The acquisition is subject to applicable regulatory
approvals and other customary terms and conditions, and is expected to
close by the end of calendar 2012.

In support of the transaction, Patheon has received commitments for
financing that will be applied to fund the acquisition and associated
expenses, retire existing debt, and used for general corporate
purposes. Such commitments are subject to customary terms and
conditions.

UBS Securities LLC is acting as exclusive M&A advisor, and Reed Smith
LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal
advisors, to Patheon. Rabobank International and Rothschild Inc. are
acting as exclusive financial advisors, and Becker, Glynn, Muffly,
Chassin & Hosinski LLP is acting as legal advisor, to VION N.V.

Conference Call and Webcast Information

Patheon will host a conference call and live internet webcast, along
with a slide presentation on Monday, October 29, 2012 at 8:30 a.m. ET
to discuss the transaction. Interested parties are invited to access
the conference call, via telephone, toll free at 1-888-231-8191 (U.S.,
including Puerto Rico) and 1-647-427-7450 (Canada and International).
Listeners are encouraged to dial in five to fifteen minutes in advance
to avoid delays. Interested parties may access the accompanying slide
presentation and live internet webcast of the conference call on
Patheon’s company website at http://ir.patheon.com/events.cfm.

A telephone replay of the conference call will be available between
October 29, 2012 and November 5, 2012 by dialing 1-855-859-2056 (toll
free) or 1-403-451-9481, and by entering identification number
59278067, followed by the number key. The internet webcast and slide
presentation will be archived at http://ir.patheon.com/events.cfm.

About Patheon Inc.

Patheon Inc. (TSX: PTI) is a leading global provider of contract
development and manufacturing services to the global pharmaceutical
industry. The company provides the highest quality products and
services to approximately 300 of the world’s leading pharmaceutical and
biotechnology companies. Patheon’s services range from preclinical
development through commercial manufacturing of a full array of solid
and sterile dosage forms.

The company’s comprehensive range of fully integrated Pharmaceutical
Development Services includes pre-formulation, formulation, analytical
development, clinical manufacturing, scale-up and commercialization.
The company’s integrated development and manufacturing network of nine
manufacturing facilities and nine development centers across North
America
and Europe, enables customer products to be launched with
confidence anywhere in the world. For more information visit www.Patheon.com.

About Banner Pharmacaps Inc.

Banner Pharmacaps Inc. is a specialty pharmaceutical company dedicated
to the research, development, manufacturing and commercialization of
unique gelatin-based dosage forms. Banner has developed several
patent-pending drug delivery platforms, including those that enhance
and control the absorption of poorly soluble active pharmaceutical
ingredients. The Company focuses on improving the formulation of
existing therapeutic compounds to provide increased efficacy and
improved patient compliance and safety through innovative gelatin and
polymer-based technologies. With approximately 1,200 employees, Banner
is headquartered in High Point, North Carolina, with additional
research labs and manufacturing facilities in the Netherlands, Canada
and Mexico. For more information, please visit the company’s website
at: www.banpharm.com.

About VION N.V.

VION N.V. is an internationally operating food company with two core
activities: food and ingredients. The group produces high-quality
foodstuffs for humans and animals. VION’s turnover is €9.5 billion and
the company employs 26,500 staff. VION is not a listed company and has
one shareholder, the Dutch Zuidelijke Land- en Tuinbouworganisatie
(ZLTO), an agricultural and horticultural association with some 18,000
members. The VION head office is in Eindhoven, the Netherlands.

Caution Concerning Forward-Looking Statement

This press release contains forward-looking statements which reflect our
expectations regarding our future growth, results of operations,
performance (both operational and financial) and business prospects and
opportunities. All statements, other than statements of historical
fact, are forward-looking statements. Wherever possible, words such as
“plans”, “expects” or “does not expect”, “forecasts”, “anticipates” or
“does not anticipate”, “believes”, “intends” and similar expressions or
statements that certain actions, events or results “may”, “could”,
“should”, “would”, “might” or “will” be taken, occur or be achieved
have been used to identify these forward-looking statements. Although
the forward-looking statements contained in this press release reflect
our current assumptions based upon information currently available to
us and based upon what we believe to be reasonable assumptions, we
cannot be certain that actual results will be consistent with these
forward-looking statements. Our current material assumptions include
assumptions related to customer volumes, regulatory compliance, foreign
exchange rates, employee severance costs associated with termination,
and the timing and completion of the proposed acquisition of Banner and
the related equity and debt financings. Forward-looking statements
necessarily involve significant known and unknown risks, assumptions
and uncertainties that may cause our actual results, performance,
prospects and opportunities in future periods to differ materially from
those expressed or implied by such forward-looking statements. These
risks and uncertainties include, among other things, risks related to
our ability to complete the proposed acquisition of Banner and the
related equity and debt financings; integration of and achievement of
our intended objectives with respect to our acquisition of Banner;
compliance with our debt covenants and our debt service obligations;
international operations and foreign currency fluctuations; customer
demand for our products and services; regulatory matters affecting
manufacturing and pharmaceutical development services; impacts of
acquisitions, divestitures and restructurings; implementation of our
new corporate strategy; our ability to effectively transfer business
between facilities; the global economic environment; our exposure to
complex production issues; our substantial financial leverage; interest
rate risks; potential environmental, health and safety liabilities;
credit and customer concentration; competition; rapid technological
change; product liability claims; intellectual property; the existence
of a significant shareholder; supply arrangements; pension plans;
derivative financial instruments; and dependence upon key management,
scientific and technical personnel. For additional information
regarding risks and uncertainties that could affect our business,
please see Item 1A “Risk Factors” in our Annual Report on Form 10-K for
the fiscal year ended October 31, 2011 and our subsequent filings with
the U.S. Securities and Exchange Commission and the Canadian Securities
Administrators. Although we have attempted to identify important risks
and factors that could cause actual actions, events or results to
differ materially from those described in forward-looking statements,
there may be other factors and risks that cause actions, events or
results not to be as anticipated, estimated or intended.
Forward-looking statements are provided to help stakeholders understand
our expectations and plans as of the date of this release and may not
be suitable for other purposes. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue reliance
on forward-looking statements. These forward-looking statements are
made as of the date of this press release and, except as required by
law, we assume no obligation to update or revise them to reflect new
events or circumstances.

SOURCE Patheon Inc.

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