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Release issued 23rd December 2004
Toronto, Canada, (December 23, 2004) - Patheon Inc. (TSX:PTI) today announced the completion of the acquisition of MOVA Pharmaceutical Corporation, a leading U.S. prescription pharmaceutical contract manufacturer located in Puerto Rico, U.S.A. (All amounts are in U.S. dollars unless otherwise indicated.)
"This acquisition marks a major achievement in Patheon's growth strategy," said Robert Tedford, Chief Executive Officer, Patheon Inc. "It transforms Patheon, creating one of the world's largest independent providers of integrated pharmaceutical development and manufacturing services.
"MOVA Pharmaceutical brings to Patheon considerable industry knowledge and manufacturing expertise, three additional FDA-approved facilities in the U.S.A. and excellent long-term client relationships," Mr. Tedford said. "With the addition of MOVA, we now have 14 manufacturing facilities and 5,600 highly skilled employees to serve the world's largest pharmaceutical sales markets - the U.S.A. and Europe. We have enhanced our capability to meet the growing demand of global pharmaceutical and biotechnology companies for drug manufacturing and development services.
"Reflecting our commitment to enhancing shareholder value, this agreement is a major strategic initiative that will expand our client base and is expected to be significantly accretive to earnings per share in fiscal 2005," Mr. Tedford said.
The purchase price for the acquisition was based on an enterprise value for MOVA at closing of $350 million. Patheon issued 12,684,866 common shares to MOVA's shareholders in satisfaction of $81.5 million of the purchase price. Patheon assumed approximately $131.3 million in debt and related costs. Patheon also paid $137.2 million in cash at closing.
The purchase price may be increased to a maximum of US$441 million, based on earn-out arrangements relating to MOVA's results of operations for fiscal 2004 and the first six months of fiscal 2005. Patheon paid into escrow $74.7 million to support the potential payments under the earn-out arrangements.
Patheon funded the acquisition through a combination of debt and equity financing.
Patheon also today completed a financing agreement with Royal Bank of Canada for a new US$169 million committed facility, comprising a three-year revolving credit facility of up to $55 million and a 12-month bridge facility of $114 million. This bridge facility is intended to be refinanced by a term loan. At closing, $117 million was drawn under these facilities in partial payment of the cash portion of the purchase price of MOVA and related transaction costs and to refinance substantially all of Patheon's existing North American debt of approximately $63 million. The balance of the cash portion of the purchase price and the amounts paid into escrow in connection with the earn-outs were financed with net proceeds of an equity offering of $174 million.
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