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Application for relief regarding take-over bid dismissed subject to conditions including terminating a voting agreement.
The Special Committee of the Board of Directors of Patheon Inc. applied for relief under sections 104(1) and 127 of the Securities Act in connection with a take-over bid by JLL Patheon Holdings, LLC.
The Ontario Securities Commission dismissed the application, provided that JLL complies with several conditions.
These conditions included terminating a voting agreement with the MOVA Group, certifying the absence of any other agreements regarding the offer, amending the offer circular to disclose the decision, issuing a news release, and extending the offer period.
Take-over bid allowed to proceed subject to termination of voting agreement and 120-day restriction on new agreements.
The Special Committee of Patheon Inc. applied to the Ontario Securities Commission for relief regarding an unsolicited take-over bid by JLL Patheon Holdings, LLC.
The Special Committee alleged that a voting agreement between JLL and a group of minority shareholders (the MOVA Group) violated the identical consideration and collateral benefit provisions of the Securities Act.
JLL proposed to terminate the voting agreement and extend the offer.
The Commission dismissed the Special Committee's application subject to conditions, including that JLL terminate the voting agreement, extend the offer for at least 15 days, and certify that no new agreement with the MOVA Group would be entered into for 120 days following the expiry of the offer.
