SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e)

of the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

PATHEON INC.

(Name of Issuer)

 

 

Patheon Inc.

JLL/Delta Patheon Holdings, L.P.

JLL/Delta Patheon GP, Ltd.

JLL Patheon Co-Investment Fund, L.P.

JLL Patheon Holdings, Coöperatief U.A.

JLL Patheon Holdings, LLC

JLL Partners Fund V (Patheon), L.P.

JLL Associates V (Patheon), L.P.

JLL Associates G.P. V (Patheon), Ltd.

JLL Partners Fund VI, L.P.

JLL Partners Fund V, L.P.

JLL Partners Fund VI (Patheon), L.P.

JLL Partners Fund V (New Patheon), L.P.

Koninklijke DSM N.V.

JLL/Delta Canada Inc.

James C. Mullen

Stuart Grant

Michael E. Lytton

(Name of Persons Filing Statement)

Restricted Voting Shares

(Title of Class of Securities)

70319W108

(CUSIP Number of Class of Securities)

 

Michael E. Lytton Executive Vice President, Corporate Development and Strategy, and General Counsel Patheon Inc. c/o Patheon Pharmaceuticals Services Inc. 4721 Emperor Boulevard, Suite 280 Durham, NC 27703 (919) 226-3325		Hugh C. Welsh President and General Counsel DSM North America c/o DSM Pharmaceutical Products, Inc. 45 Waterview Boulevard Parsippany, NJ 07054 (973) 257-8300		Daniel Agroskin Managing Director JLL Partners, Inc. 450 Lexington Avenue, 31st Floor New York, NY 10017 (212) 286-8600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

 

With copies to:

 

John R. LeClaire Joseph L. Johnson III Adam P. Small Goodwin Procter LLP Exchange Place Boston, MA 02109 (617) 570-1000		Edward Sonnenschein M. Adel Aslani-Far Shaun Hartley Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200		Robert B. Pincus Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, Delaware 19899 (302) 651-3000
Andrea Johnson Dentons Canada LLP 99 Bank Street Suite 1420 Ottawa, Ontario K1P 1H4 Canada (613) 783-9600		Amar Leclair-Ghosh Norton Rose Fulbright Canada LLP 1, Place Ville Marie, Suite 2500, Montréal, QC H3B 1R1, Canada (514) 286-5474		Paul A.D. Mingay Jason Saltzman Borden Ladner Gervais LLP Scotia Plaza 40 King Street West, Suite 4400 Toronto, Canada M5H 3Y4
		Chris Hewat Blake, Cassels & Graydon LLP 199 Bay Street Suite 4000, Commerce Court West Toronto ON M5L 1A9 Canada (416) 863-2761

 

 

This statement is filed in connection with (check the appropriate box):

 

x

The filing of solicitation materials on an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

 

¨

The filing of a registration statement under the Securities Act of 1933.

 

¨

A tender offer.

 

¨

None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ¨

Check the following box if the filing is a final amendment reporting the results of the transaction:  x

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee
$1,386,374,772		$178,565.08

 

*	Set forth the amount on which the filing fee is calculated and state how it was determined.

*

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: In accordance with Exchange Act Rule 0-11(c), the filing fee of $178,565.08 was determined by multiplying 0.0001288 by the aggregate arrangement consideration of $1,386,374,772. The aggregate arrangement consideration was calculated by adding (x) the product of (I) the 140,936,525 Restricted Voting Shares that are proposed to be acquired in the arrangement and (II) the consideration of US$9.32 in cash per Restricted Voting Share, plus (y) $72,846,359 expected to be paid to holders of 11,011,225 options to purchase Restricted Voting Shares with an exercise price of less than US$9.32 per share in exchange for cancellation of such options.

 

x	Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.

 

Amount Previously Paid:  $178,565.08		Filing Party:  Patheon Inc.
Form or Registration No.:  Schedule 14A		Date Filed:  December 5, 2013

 

 

 

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EXPLANATORY NOTE

This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule 13E-3 together with the exhibits hereto (the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) as a final amendment to the Transaction Statement pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Patheon Inc., a Canadian corporation (the “Company”), JLL/Delta Patheon Holdings, L.P., a exempted limited partnership organized under the laws of the Cayman Islands (the “Purchaser”), JLL/Delta Patheon GP, Ltd., a company limited by shares organized under the laws of the Cayman Islands, JLL Patheon Co-Investment Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, JLL Patheon Holdings, Coöperatief U.A., cooperative organized under the laws of The Netherlands, JLL Patheon Holdings, LLC, a Delaware limited liability company, JLL Partners Fund V (Patheon), L.P., an exempted limited partnership organized under the laws of the Cayman Islands, JLL Associates V (Patheon), L.P., an exempted limited partnership organized under the laws of the Cayman Islands, JLL Associates G.P. V (Patheon), Ltd., a company limited by shares organized under the laws of the Cayman Islands, JLL Partners Fund VI, L.P., a Delaware limited partnership, JLL Partners Fund V, L.P., a Delaware limited partnership, JLL Partners Fund VI (Patheon), L.P., an exempted limited partnership organized under the laws of the Cayman Islands, JLL Partners Fund V (New Patheon), L.P., an exempted limited partnership organized under the laws of the Cayman Islands, JLL/Delta Canada Inc., a Canadian corporation (“Canco”), Koninklijke DSM N.V., a corporation organized under the laws of The Netherlands, James C. Mullen, Chief Executive Officer of the Company, Michael E. Lytton, Executive Vice President of Corporate Development and Strategy and General Counsel of the Company, and Stuart Grant, Executive Vice President and Chief Financial Officer of the Company (collectively, the “Filing Persons”).

This final amendment is being filed pursuant to Rule 13e-3(d)(3) under the Securities Exchange Act of 1934 to report that the Rule 13E-3 transaction was completed on March 11, 2014.

All information set forth in this final amendment should be read in conjunction with the information contained or incorporated by reference in the Transaction Statement, as amended to date.

On March 11, 2014, the Company consummated its previously announced statutory plan of arrangement (the “Arrangement”) under the Canadian Business Corporations Act (the “CBCA”) pursuant to the terms of the Arrangement Agreement between the Company and the Purchaser dated as of November 18, 2013. As a result of the Arrangement, Canco and the Company were amalgamated under the CBCA at the effective time of the Arrangement (the “Effective Time”), and the continuance of Canco and the Company as one corporation became effective. The name of the amalgamated corporation is Patheon Inc.

In accordance with the terms of the Arrangement, each restricted voting share outstanding immediately prior to the Effective Time (including any Restricted Voting Shares issued upon the due exercise of any options prior to the Effective Time) held by Shareholders other than JLL Patheon Holdings, Coöperatief U.A. and its related entities were transferred to Canco (free and clear of any liens) in exchange for US$9.32 per share, less any applicable amounts withheld and remitted on account of taxes in accordance with the Arrangement.

In addition, on March 11, 2014, the Company issued a press release announcing the consummation of the Arrangement and such press release is filed as Exhibit (a)(8) hereto.

Item 16. Exhibits

 

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* - Previously Filed by this Transaction Statement on December 5, 2013.

** - Previously Filed by Amendment No. 1 to this Transaction Statement on January 7, 2014.

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SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 11, 2014

 

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