MONT-SAINT-HILAIRE, QUEBEC--(Marketwire - Nov. 29, 2007) - Axcan Pharma Inc. ("Axcan") (TSX:AXP)(NASDAQ:AXCA), a leading pharmaceutical company focused on the treatment of gastrointestinal disorders, today announced that it has entered into an agreement for Axcan to be acquired by TPG Capital and its affiliates in an all-cash transaction with a total value of approximately US$1.3 billion.
Under the terms of the transaction, TPG Capital and its affiliates will acquire all of the common shares of Axcan for an offer price of US$23.35 per common share. The purchase price represents a 28 percent premium over the average trading price of Axcan's common shares on November 28, 2007, the last trading day on the NASDAQ prior to this announcement. Axcan anticipates that the transaction will be completed in the first calendar quarter of 2008.
The board of directors of Axcan has unanimously approved the agreement and recommends that shareholders vote to accept the offer.
"This transaction provides compelling value and certainty to our shareholders. Our Board of Directors believes that this is the best way to maximize value while providing the company with long-term partners who share our commitment to patients and employees," said Frank Verwiel, M.D., president and CEO of Axcan. "TPG's investment recognizes the critical contribution that Axcan's professionals have made over the past 25 years. As an independent, private company with strong backing from TPG, we will be able to continue our focus on the development of innovative, high-quality medical products and become an even stronger partner to health professionals in the gastrointestinal arena."
"We are pleased to invest in the leading pharmaceutical company specializing in the treatment of gastrointestinal illnesses. We look forward to supporting this excellent management team and workforce in growing the company's global distribution capabilities and product line. Axcan will be an important addition to TPG Capital's broad healthcare portfolio," said Todd Sisitsky, Partner, TPG Capital.
The transaction will be financed through a combination of equity contributed by TPG Capital and its affiliates and debt financing that has been committed by Bank of America and HSBC. The transaction is not contingent on financing commitments.
Completion of the transaction is subject to the affirmative vote of Axcan shareholders and other customary conditions, including regulatory approvals. The arrangement agreement contains customary provisions including the payment of a break-up fee in the event of termination in certain circumstances. Following the completion of the transaction, the Company's stock will be de-listed and no longer trade publicly. The Company's headquarters will remain in Quebec, Canada.
A proxy circular detailing the rationale for recommending the offer to shareholders will be prepared and mailed to shareholders in the month of December. Shareholders are urged to read the proxy circular once it is available. Shareholders will be asked to vote on the transaction at a special meeting, the details of which will be announced at a later date.
A material change report, which provides more details on the transaction, will be filed with the Canadian securities commissions and with the U.S. Securities and Exchange Commission and will be available at www.sedar.com
and at www.sec.gov
Merrill Lynch & Co. is financial advisor to Axcan. Stikeman Elliott LLP and Latham & Watkins LLP are legal counsel to Axcan. Bank of America is providing financial advice to TPG and Ropes & Gray LLP and Davies Ward Phillips & Vineberg LLP are providing legal advice to TPG.
ABOUT AXCAN PHARMA
Axcan is a leading multinational specialty pharmaceutical company focused on gastroenterology. The Company develops and markets a broad line of prescription products to treat a range of gastrointestinal diseases and disorders such as inflammatory bowel disease, irritable bowel syndrome, cholestatic liver diseases and complications related to pancreatic insufficiency. Axcan's products are marketed by its own specialized sales forces in North America and Europe. Its common shares are listed on the NASDAQ Global Market under the symbol "AXCA" and on the Toronto Stock Exchange under the symbol "AXP".
ABOUT TPG CAPITAL
TPG Capital is the global buyout group of TPG, a leading private investment firm founded in 1992, with more than $35 billion of assets under management and offices in San Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth, Melbourne, Menlo Park, Moscow, Mumbai, Beijing, Shanghai, Singapore and Tokyo. TPG Capital has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures and restructurings. TPG Capital seeks to invest in world-class franchises across a range of industries, including healthcare (Biomet, Fenwal, IASIS Healthcare, Oxford Health Plans, Parkway Holdings, Quintiles Transnational, Surgical Care Affiliates), retail/consumer (Debenhams, Ducati, J. Crew, Myer, Neiman Marcus, Petco, TOMY Company), travel (America West, Continental, Hotwire, Sabre), media and communications (Alltel, Avaya, Findexa, Hanaro Telecom, MGM, TIM Hellas), industrials (Altivity Packaging, British Vita, Energy Future Holdings (formerly TXU), Grohe, Kraton Polymers, Texas Genco), technology (Freescale Semiconductor, Lenovo, MEMC, ON Semiconductor, Seagate, SunGard) and financial services (Ariel Reinsurance, Fidelity National Information Services, LPL Financial Services, Shenzhen Development Bank, Taishin Holdings), among others. Please visit www.tpg.com
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements relating to the proposed acquisition of Axcan Pharma Inc., including statements regarding the completion of the proposed transaction and other statements that are not historical facts. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements.
The completion of the proposed transaction is subject to a number of terms and conditions, including, without limitation: (i) applicable governmental authorities approvals, (ii) required Axcan shareholder approval, (iii) necessary court approvals, and (iv) certain termination rights available to the parties under the Arrangement Agreement. These approvals may not be obtained, the other conditions to the transaction may not be satisfied in accordance with their terms, and/or the parties to the Arrangement Agreement may exercise their termination rights, in which case the proposed transaction could be modified, restructured or terminated, as applicable.
The forward-looking statements contained in this news release are made as of the date of this release. We disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on expectations of, or statements made by, third parties in respect of the proposed transaction. For additional information with respect to certain of these and other assumptions and risks, please refer to the related material change report and the Arrangement Agreement to be filed by Axcan Pharma Inc. with the Canadian securities commissions (available at www.sedar.com
) and with the U.S. Securities and Exchange Commission (available at www.sec.gov
TORONTO, ONTARIO--(Marketwired - June 28, 2016) - Superior Plus Corp. ("Superior") (TSX:SPB) announced today that the Canadian Competition Bureau approved its proposed acquisition of Canexus (the "Transaction") and issued a no-action letter under the Competition Act.
As stated by Luc Desjardins, President and Chief Executive Officer of Superior, "We are pleased with the decision of the Canadian Competition Bureau and its recognition of the very significant efficiencies from the Transaction. Completion of the Transaction would allow us to become more efficient in order to better invest in Canexus' facilities and better serve our customers. We are obviously disappointed with the decision of the U.S. Federal Trade Commission (the "FTC") to challenge the Transaction especially given the approval by the Canadian authorities and the significant remedies we offered."
The parties have now received approvals for the Transaction from shareholders, the Court of Queen's Bench of Alberta, and the Canadian Competition Bureau. As previously announced, the FTC filed an administrative complaint challenging the Transaction. Superior is confident that it has a strong case and remains prepared to present a vigorous defense to the FTC challenge if the parties agree to extend the June 29, 2016 outside date in the Arrangement Agreement.
Further information about the Arrangement is set out in Superior's management proxy circular dated February 26, 2016, which is available under Superior's profile on www.sedar.com.
About the Corporation
Superior consists of three primary operating businesses: Energy Distribution includes the distribution of propane and distillates, and supply portfolio management; Specialty Chemicals includes the manufacture and sale of specialty chemicals; and Construction Products Distribution includes the distribution of specialty construction products.
For further information about Superior, please visit our website at: www.superiorplus.com.
Forward Looking Information
This press release may contain forward-looking statements. All forward-looking statements are based on our beliefs as well as assumptions based on information available at the time the assumption was made and on management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors deemed appropriate in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Forward-looking statements are not facts, but only predications and can generally be identified by the use of statements that include phrases such as "anticipate", "believe", "continue", "could", "estimate", "foresee", "expect", "plan", "intend", "forecast", "future", "guidance", "may", "predict", "project", "should", "strategy", "target", "will" or similar expressions suggesting future outcomes. Forward-looking information in this Press Release includes but is not limited to the strength of Superior's case. Superior believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.
Forward-looking information is not a guarantee of future performance and involves a number of risks and uncertainties some of which are described herein. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause Superior's actual results to differ materially from any projections of future results expressed or implied by such forward-looking information. These risks and uncertainties include but are not limited to the uncertainty and number of variables inherent in any complex litigation and the other risks identified in the Corporation's 2015 Annual Information Form under the heading "Risk Factors", which is available on the SEDAR website (www.sedar.com). Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.