Patheon Completes Acquisition of Banner Pharmacaps

Patheon Completes Acquisition of Banner Pharmacaps

PR Newswire

TORONTO, Dec. 14, 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 completed its acquisition of 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. The company has 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.

The acquisition was structured as a purchase of all of the shares of the
entities through which Banner conducts its operations for a purchase
price of approximately U.S. $255 million, subject to adjustment for
working capital and pay-off amounts for existing debt and transaction
expenses. In connection with the closing of the acquisition, Patheon
completed its previously announced refinancing, pursuant to which it
entered into U.S. $660 million senior secured facilities, comprised of
a U.S. $575 million term loan facility and a U.S. $85 million revolving
facility. Patheon has used or expects to use the new facilities to
finance the purchase of Banner, repurchase its existing senior secured
notes, repay any borrowings outstanding under its existing revolving
credit facility, pay fees and expenses associated with the transactions
and for general corporate purposes.

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

Banner Pharmacaps 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. Banner 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.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements which reflect the
Company’s expectations regarding its 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.
Forward-looking statements necessarily involve significant known and
unknown risks, assumptions and uncertainties that may cause the
Company’s actual results, performance, prospects and opportunities to
differ materially from those expressed or implied by such
forward-looking statements. The Company’s current material assumptions
include assumptions related to its future financial performance,
capital needs and costs associated with its acquisition and related
financing of Banner. For additional information regarding risks and
uncertainties that could affect the Company’s business, please see
Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal
year ended October 31, 2011 and the Company’s subsequent filings with
the U.S. Securities and Exchange Commission and the Canadian Securities
Administrators. Although the Company has 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
the Company’s 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, the Company assumes no obligation to update or revise them to
reflect new events or circumstances.

SOURCE Patheon Inc.

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