All dollar amounts in C$ unless otherwise noted

MONTREAL, Nov. 29, 2013 /PRNewswire/ – Atrium Innovations Inc. (TSX:ATB)
(“Atrium” or the “Company”), a globally recognized leader in the
development, manufacturing and commercialization of innovative,
science-based natural health products, announced today that it has
entered into a definitive arrangement agreement (the “Arrangement
Agreement”) with a company backed by the Permira funds (the “Permira
funds”) whereby the Permira funds will acquire all the issued and
outstanding common shares (“Shares”) of Atrium, other than the shares
to be rolled over by Fonds de solidarit FTQ (the “Fonds”) and Caisse
de d pôt et placement du Qu bec (“CDPQ”), for $24.00 in cash per Share
(the “Purchase Price”). Upon completion of the transaction, Atrium will
be jointly owned by the Permira funds (75%), the Fonds (12.5%) and CDPQ
(12.5%), before management equity programs.

Key Transaction Highlights

• Group of investors includes the Permira funds, a global firm known for
  investing in growing businesses as well as the Fonds and CDPQ,
  long-time shareholders of Atrium
• Shareholders will receive $24.00 in cash per Share
• The transaction represents a premium of 27.0% to the 30-day volume
  weighted average Share price on the TSX
• Atrium will maintain its head office in Qu bec, complete the expansion
  of the Qu bec manufacturing facility, and maintain current levels of
  employment, investment and R&D in Qu bec and Canada as well as ongoing
  community expenditures
• Atrium’s Board of Directors unanimously recommends that shareholders and
  debenture holders vote in favour of the transaction
• The Fonds and CDPQ will collectively hold 25% of Atrium’s Shares

Permira is a leading European private equity firm with global reach. The
firm advises funds with a total committed capital of $30 billion. The
Permira funds make long-term investments in businesses with the
ambition of transforming their performance and driving sustainable
growth. They have invested in over 200 transactions in companies across
a variety of geographies and sectors since 1985 and have a proven track
record of helping consumer companies invest in their brands to achieve
their growth plans and expand their global presence.

The Purchase Price represents a premium of approximately 22.6% to the
closing price of $19.58 per Share on the TSX on November 28, 2013 and a
premium of approximately 27.0% over the 30-day volume weighted average
price of $18.90 per Share on the TSX, up to and including November 28,
2013. The transaction represents a total enterprise value of
approximately $1.1 billion, including the assumption of existing
indebtedness, for 100% of Atrium.

“The Permira funds understand and have a deep respect for Atrium’s
Qu bec heritage which has been a key component of the Company’s
historic success and will remain a highly important factor in the
future”, said Pierre Laurin, Chairman of the Board of Atrium. “Our
Board is pleased to recommend this transaction to our shareholders as
it provides them with substantial and immediate cash value and is in
the best interest of all stakeholders of the Company.”

“Atrium has built over the years a great global platform and we intend
to expand on that achievement”, said Pierre Fitzgibbon, President and
CEO of Atrium. “Atrium intends to continue to pursue its growth
strategy both organically and through acquisitions. The Permira funds’,
the Fonds’ and CDPQ’s resources provide us the ability to accelerate
our growth with the financial ability to expand globally. We look
forward to working with our three partners and taking the Company to a
new level to realize its full potential.”

The Permira funds will support the continued growth of Atrium both
within Canada and abroad and as part of the transaction, are committed
to maintaining current levels of the Company’s employment in Qu bec and
Canada, the head office in Qu bec, the current Qu bec-based management
team and structure, and further investing in the unique research and
product development capabilities in Qu bec and Canada, among other
things.

John Coyle, Partner at Permira stated the following: “We are strong
believers in Atrium’s business model, portfolio of trusted brands,
strong distribution network and talented management team and are very
pleased to have the opportunity to back this outstanding company. We
are delighted to help further develop Atrium into a branded, global
leader and support its expansion in the emerging markets. Additionally,
the Company’s Qu bec heritage, including the Qu bec City business and
the headquarters, has been important to the Company’s success and its
presence and unique research and product development capabilities there
will remain a key area of investment going forward.”

The transaction has been approved unanimously by the Board of Directors
of Atrium following the unanimous recommendation of a Special Committee
of Independent Directors. The Board of Directors of Atrium also
unanimously recommends that shareholders and debenture holders vote in
favour of the transaction at the special meeting of shareholders and
debenture holders to be called to approve the transaction. The Fonds
and CDPQ, Atrium’s principal shareholders, who currently collectively
hold 25% of all issued and outstanding Shares of Atrium, have agreed to
vote all and to roll over a portion of their Shares in the transaction.
In addition, all directors and certain officers of Atrium holding
approximately 2.0% of the issued and outstanding Shares have also
entered into agreements pursuant to which they have agreed to vote
their Shares in favour of the transaction.

Fairness Opinions and Formal Valuation

TD Securities Inc. (“TD Securities”), as financial advisor to Atrium,
and CIBC World Markets Inc. (“CIBC”), as financial advisor to the
Special Committee and independent valuator, have each provided an
opinion that as at November 28 2013, subject to the assumptions,
qualifications and limitations provided therein, the consideration to
be received by the shareholders (other than the Fonds and CDPQ)
pursuant to the Arrangement Agreement is fair, from a financial point
of view, to shareholders (other than the Fonds and CDPQ). CIBC has also
provided the Special Committee with a formal valuation completed under
the supervision of the Special Committee. The formal valuation
determined that as at November 28 2013, and subject to the assumptions,
limitations and qualifications contained therein, the fair market value
of the Shares of Atrium ranged from $21.00 to $24.75 per Share. The
fairness opinions and the formal valuation will be included in the
management information circular to be mailed to shareholders and
debenture holders in connection with the approval of the transaction.

Transaction Details

Pursuant to the Arrangement Agreement, Atrium has a 45-day go-shop
period that will extend from November 29, 2013 to January 13, 2014 (the
“Go-Shop Period”), during which TD Securities will solicit third-party
interest in submitting a proposal which is superior to the proposal
made by the Permira funds. The Permira funds will have a right to match
a superior proposal during and after the Go-Shop Period. If Atrium is
successful in soliciting a superior proposal during the Go-Shop Period,
and the Board changes its recommendation, there will be a break fee
payable to the Permira funds of approximately $13.5 million. If a
superior proposal is received following the expiry of the Go-Shop
Period, and the Board changes its recommendation, the Permira funds
will be entitled to a break fee of approximately $23.1 million. The
Permira funds have agreed to pay Atrium a termination fee of
approximately $23.1 million if the transaction is not completed in
certain circumstances.

The completion of the transaction is subject to court approval pursuant
to the Canada Business Corporations Act and the approval of Atrium’s shareholders. Implementation of the
arrangement will be subject to the approval of 66 2/3% of the votes
cast by shareholders present in person or by proxy at the special
meeting of shareholders of Atrium and by holders of more than 50% of
the votes cast by Atrium’s minority shareholders, being all
shareholders excluding the Fonds and CDPQ and any of their respective
affiliates. The transaction is also subject to customary closing
conditions, including receipt of all regulatory approvals, and is
expected to close in the first quarter of 2014. The transaction is not
subject to any financing condition.

The Company intends to mail a management information circular in the
upcoming weeks to its shareholders and debenture holders for a meeting
expected to be held before January 31, 2014. Details of the transaction
as well as the rationale for the Board of Directors’ support of the
transaction will be set out in the information circular.

Completion of the transaction is expected to constitute a change of
control under the debenture indenture (the “Debenture Indenture”)
governing Atrium’s outstanding 5.75% convertible unsecured subordinated
debentures (the “Convertible Debentures”). Important details regarding
the terms of the Convertible Debentures are set out in the Debenture
Indenture, which has been publicly filed by Atrium under Atrium’s
profile at www.sedar.com. Holders of Convertible Debentures are encouraged to read the full text
of the Debenture Indenture.

Under the terms of the proposed transaction, the holders of outstanding
Convertible Debentures will receive a cash amount, including the make
whole payment provided under the terms of the Debenture Indenture,
equal to the amount that they would otherwise have received upon
conversion of the Convertible Debentures following the completion of
the arrangement if they were not acquired under the arrangement, plus
accrued interest to the date that is 30 days after the closing date.

The holders of the Convertible Debentures will be asked to vote on the
arrangement. However, completion of the arrangement is not conditional
on such approval. If the requisite debenture holder approval is not
obtained, the Convertible Debentures will be excluded from the
arrangement and will remain outstanding following completion of the
arrangement.

Further details regarding the terms of the transaction are set out in
the Arrangement Agreement and will be provided in a management
information circular which will be available under the profile of
Atrium at www.sedar.com.

Advisors

TD Securities is acting as financial advisor to Atrium in connection
with the transaction and CIBC acted as financial advisor and
independent valuator to the Special Committee of Atrium. RBC Capital
Markets acted as financial advisor to Permira. Osler, Hoskin & Harcourt
LLP is Atrium’s legal counsel and Norton Rose Fulbright LLP is the
Special Committee’s legal counsel. Stikeman Elliott LLP and Skadden,
Arps, Slate, Meagher & Flom LLP are counsel to Permira, and Davies,
Ward, Phillips & Vineberg LLP is counsel to the Fonds and CDPQ.

About Atrium

Atrium Innovations Inc. (TSX: ATB) is a globally-recognized leader in
the development, manufacturing, and commercialization of innovative,
science-based natural health products which are distributed in more
than 35 countries. The Company owns healthcare practitioner and
specialized retail product brands that are at the forefront of science,
innovation and education. Atrium has over 1,300 employees and operates
seven manufacturing facilities with current Good Manufacturing
Practices. Additional information is available at www.atrium-innovations.com.

About Permira

Permira is a European private equity firm with global reach. The Permira
funds, raised from pension funds and other institutions, make long-term
investments in companies with the ambition of transforming their
performance and driving sustainable growth. Founded in 1985, the firm
advises funds with a total committed capital of approximately $30
billion. The Permira funds specialize in investing in five key sectors:
Consumer, Financial Services, Healthcare, Industrials and TMT.
Representative investments in the consumer sector include Dr Martens,
Sushiro, Hugo Boss, Valentino, Iglo Group and OdigeO. Permira employs
over 120 professionals based in Frankfurt, Guernsey, Hong Kong, London,
Luxembourg, Madrid, Menlo Park, Milan, New York, Paris, Stockholm and
Tokyo. For more information visit: www.permira.com.

Cautionary Note and Forward-Looking Statements

This press release contains certain forward-looking statements with
respect to the Company. These forward-looking statements, by their
nature, require the Company to make certain assumptions and necessarily
involve known and unknown risks and uncertainties that could cause
actual results to differ materially from those expressed or implied in
these forward-looking statements. Forward-looking statements are not
guarantees of performance. These forward-looking statements, including
financial outlooks, may involve, but are not limited to, comments with
respect to the Company’s business or financial objectives, its
strategies or future actions, its targets, expectations for financial
condition or outlook for operations and future contingent payments.
Words such as “may”, “will”, “would”, “could”, “expect”, “believe”,
“plan”, “anticipate”, “intend”, “estimate”, “continue”, or the negative
or comparable terminology, as well as terms usually used in the future
and the conditional, are intended to identify forward-looking
statements. Information contained in forward-looking statements is
based upon certain material assumptions that were applied in drawing a
conclusion or making a forecast or projection, including management’s
perceptions of historical trends, current conditions and expected
future developments, as well as other considerations that are believed
to be appropriate in the circumstances. The Company considers these
assumptions to be reasonable based on information currently available
to it, but cautions the reader that these assumptions regarding future
events, many of which are beyond its control, may ultimately prove to
be incorrect since they are subject to risks and uncertainties that
affect the Company and its business.

For additional information with respect to these and other factors and
assumptions underlying the forward-looking statements made in this
press release, see the Company’s quarterly and annual Management
Discussion and Analysis for the fiscal year ended December 31, 2012
filed with the Canadian securities commissions. The forward-looking
information set forth herein reflects the Company’s expectations as at
the date of this press release and is subject to change after such
date. The Company disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, other than as required by law.

SOURCE Atrium Innovations Inc.