Leading Proxy Advisory Firms Recommend that MDS Shareholders Vote in Favour of the Divestiture of MDS Analytical Technologies
08 Ottobre 2009 - 2:00PM
PR Newswire (US)
Risk Metrics Group, PROXY Governance, Inc., and Glass, Lewis &
Co. Support Sale TORONTO, Oct. 8 /PRNewswire-FirstCall/ -- MDS Inc.
(TSX: MDS; NYSE: MDZ), a leading provider of products and services
to the global life-sciences markets, today announced that three
renowned proxy advisory firms - RiskMetrics Group, PROXY
Governance, Inc., and Glass, Lewis & Co. - have recommended
that MDS Inc. shareholders vote in favour of the sale of MDS
Analytical Technologies for $650 million in cash to Danaher
Corporation (NYSE:DHR). The sale was announced on September 2, 2009
and is subject to shareholder and regulatory approval, and other
closing conditions. "The MDS Board of Directors is pleased with the
support of these highly respected proxy advisory firms and their
recommendations that shareholders vote in favour of the sale of the
MDS Analytical Technologies business," said James S. A. MacDonald,
Chairman of MDS Inc.'s Board of Directors. "We believe the
divestiture enables a substantial return of proceeds to
shareholders and is in the best interests of the Company." The
Company currently intends to return approximately $400 million to
$450 million of the sale proceeds to its shareholders by way of a
share buyback through a Substantial Issuer Bid. Divestiture
Endorsed by Independent Third Parties In its report, RiskMetrics, a
leading provider of risk management and corporate governance
services, noted that "the market has reacted clearly positively" to
the proposed divestiture and that "shareholders are seeing value
unlocked as a result of the Sale". RiskMetrics concludes its
analysis by indicating that "the Sale Agreement warrants
shareholder support." PROXY Governance, a leading proxy advisory
and voting firm, also endorsed the proposed transaction by MDS
Inc., stating that "we generally support this sale transaction
because it appears to place a fair value on the company based on
the overall market reaction. The deal also appears to have unlocked
additional value to shareholders. In addition, we support the
board's active engagement in the process, as well as the use of an
auction process to help maximize shareholder value." Glass, Lewis
& Co., a governance analysis and proxy voting firm, noted that
MDS's "share price has increased 43% since the announcement" and
that the firm recommends "that shareholders vote FOR this
proposal." Special Meeting of Shareholders MDS Inc. has scheduled a
Special Meeting of Shareholders to seek approval of the sale. The
meeting will be held on October 20, 2009 at 4 p.m. EDT at the
Toronto Congress Centre. Management Information Circular On
September 24, MDS Inc. filed a Management Proxy Circular, which
contains important information about MDS Inc. and the sale, as well
as information related to voting procedures at the Special Meeting
of Shareholders. A copy of the Management Proxy Circular has been
filed with the Canadian Securities Administrators and the U.S.
Securities and Exchange Commission, and is available on their
respective Websites at http://www.sedar.com/ or
http://www.sec.gov/edgar.shtml, and at the Company's Website at
http://www.mdsinc.com/. Shareholders are urged to read the
Management Proxy Circular in its entirety. MDS Inc. Strategic
Direction Going Forward In addition to the sale of MDS Analytical
Technologies, the Company also announced on September 2, 2009 that
it intends to sell its MDS Pharma Services business, a leading
provider of innovative drug discovery and early-stage development
solutions for pharmaceutical and biotechnology companies. Upon
completion of these transactions, the Company would be focused
solely on its MDS Nordion business, which is a leading provider of
medical isotopes for molecular and diagnostic imaging,
radiotherapeutics and sterilization technologies. Additional
background materials pertaining to the new strategic direction for
MDS Inc. can be found on MDS Inc.'s Website at
http://www.mdsinc.com/strategic_repositioning_of_mds/index.asp.
About MDS MDS Inc. (TSX: MDS; NYSE: MDZ) is a global life sciences
company that provides market-leading products and services that our
customers need for the development of drugs, and the diagnosis and
treatment of disease. We are a leading global provider of
pharmaceutical contract research, medical isotopes for molecular
imaging, radiotherapeutics, and analytical instruments. MDS has
more than 4,200 highly skilled people in 13 countries. Find out
more at http://www.mdsinc.com/ or by calling 1-888-MDS-7222, 24
hours a day. Caution Concerning Forward-Looking Statements This
document contains forward-looking statements. Some forward-looking
statements may be identified by words like "expects",
"anticipates", "plans", "intends", "indicates" or similar
expressions. The statements are not a guarantee of future
performance, and are inherently subject to risks and uncertainties.
MDS's actual results could differ materially from those expressed
in the forward-looking statements due to these risks and a number
of other factors, including, but not limited to, successful
implementation of structural changes, including restructuring plans
and acquisitions, technical or manufacturing or distribution
issues, the competitive environment for MDS's products and
services, the degree of market penetration of its products and
services, the ability to secure a reliable supply of raw materials,
the impact of our clients' exercising rights to delay or cancel
certain contracts, the strength of the global economy, the
stability of global equity markets, the availability and cost of
financing, the impact of the movement of the U.S. dollar relative
to other currencies, particularly the Canadian dollar and the euro,
uncertainties associated with critical accounting assumptions and
estimates, and other factors set forth in reports and other
documents filed by MDS with Canadian and U.S. securities regulatory
authorities from time to time, including MDS's quarterly and annual
MD&A, Annual Information Form, and Annual Report on Form 40-F
for the fiscal year ended October 31, 2008, filed with the U.S.
Securities & Exchange Commission. DATASOURCE: MDS Inc. CONTACT:
MEDIA: Janet Ko, (905) 267-4226, ; INVESTORS: Peter Dans, (905)
267-4230,
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