Paladin Labs Announces Independent Proxy Advisory Support for the Endo Health Solutions Inc. Arrangement
10 Febbraio 2014 - 1:30PM
Marketwired Canada
THIS MEDIA RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Paladin Labs Inc. (TSX:PLB) ("Paladin" or the "Corporation"), a leading Canadian
specialty pharmaceutical company, is pleased to inform its shareholders that two
leading independent proxy advisory research firms, Institutional Shareholder
Services ("ISS") and Glass Lewis & Co, have recommended that its clients vote
"FOR" the special resolution approving the previously announced plan of
arrangement to effect, among other things, the indirect acquisition by Endo
International Limited ("New Endo") of all outstanding shares of the Corporation
(the "Arrangement"). Under the terms of the transaction, Paladin shareholders
will receive 1.6331 shares of New Endo, a newly-formed Irish holding company and
$1.16 (CAD) in cash, subject to adjustment, for each Paladin share they own upon
closing, pursuant to the Arrangement. In addition, for each Paladin share owned
at closing, shareholders of Paladin will also receive one share of Knight
Therapeutics Inc., a newly formed Canadian company.
In reaching their supportive recommendation, ISS concluded; "Overall, in light
of the significant implied premium driven by the favourable market reaction, the
reasonable strategic rationale and no significantly noted governance concerns,
shareholder approval of this resolution is warranted."
Glass Lewis, in reaching their supportive recommendation stated; "we believe
there is sufficient cause for shareholders to support the transaction proposed
here. Paladin's current shareholders will have exposure to a larger, more
diverse firm with greater liquidity and capital markets exposure."
ISS and Glass Lewis are both widely recognized as leading independent proxy
voting and corporate governance advisory firms. Their respective analyses and
recommendations are relied upon by many major institutional investment firms,
mutual funds and fiduciaries throughout North America.
Paladin would also like to remind shareholders of its scheduled special meeting
of shareholders to be held at 3:00 p.m. (Montreal Time) on Monday, February 24,
2014 at 6111 Royalmount Avenue, Montreal, Quebec. Paladin mailed its management
information circular to shareholders on January 24, 2014, a copy of which is
available on SEDAR at www.sedar.com. Paladin looks forward to shareholders
participating and voting on the business to be conducted at the February 24th
meeting.
The board of directors of Paladin unanimously recommends that Paladin
shareholders vote to approve the Arrangement and the creation of the
distributable reserves of New Endo to be considered at the special meeting, all
as more particularly described in the Paladin management information circular.
Your vote is important. Regardless of the number of shares you own, Paladin
encourages every shareholder to participate. To be effective, proxies must be
voted in advance of the meeting and no later 5:00 p.m. (Montreal time) on
Thursday, February 20, 2014. For further details, refer to the Paladin
management information circular.
Completion of the transaction is subject to customary closing conditions,
including, but not limited to, the approval of the Arrangement by at least 66
2/3% of the votes cast in person or by proxy at the special meeting, the
approval of the transaction by the holders of a majority of the outstanding Endo
Health Solutions Inc. common stock, the final approval of the Arrangement of the
Superior Court of Quebec and other required regulatory approvals, including
approvals or clearances under the Investment Canada Act and the South African
Competition Act. If all necessary approvals are obtained and the conditions to
completion of the Arrangement are satisfied or waived, Paladin expects that the
Arrangement will close in the first quarter of 2014.
Shareholders who require assistance in voting their proxy may direct their
inquiry to Paladin's proxy solicitation agent, CST Phoenix Advisors, a division
of Canadian Stock Transfer Company Inc., toll-free in North America at
1-800-239-6813 or collect call at 201-806-2222, or by email at
inquiries@phoenixadvisorscst.com, regarding matters to be considered at the
special meeting and/or regarding procedure for voting your shares.
About Paladin Labs Inc.
Paladin Labs Inc., headquartered in Montreal, Canada, is a specialty
pharmaceutical company focused on acquiring or in-licensing innovative
pharmaceutical products for the Canadian and world markets. With this strategy,
a focused national sales team and proven marketing expertise, Paladin has
evolved into one of Canada's leading specialty pharmaceutical companies.
Paladin's shares trade on the Toronto Stock Exchange under the symbol PLB. For
more information about Paladin, please visit the Corporation's web site at
www.paladinlabs.com.
About Endo Health Solutions Inc.
Endo Health Solutions Inc. is a U.S.-based specialty healthcare company with
business segments that are focused on branded pharmaceuticals, generics, and
medical devices which deliver quality products to its customers intended to
improve the lives of patients. Through its operating companies - Endo
Pharmaceuticals, Qualitest, and AMS - Endo is dedicated to delivering value to
our stakeholders: customers, patients, and shareholders. Learn more at
www.endo.com.
This press release may contain forward-looking statements and predictions. These
forward-looking statements, by their nature, necessarily involve risks and
uncertainties that could cause actual results to differ materially from those
contemplated by the forward-looking statements. The Corporation considers the
assumptions on which these forward-looking statements are based to be reasonable
at the time they were prepared, but cautions that these assumptions regarding
the future events, many of which are beyond the control of the Corporation and
its subsidiaries, may ultimately prove to be incorrect. Factors and risks that
could cause actual results to differ materially from current expectations
include, without limitation, the failure to receive, on a timely basis or
otherwise, the required approvals by Endo and Paladin Shareholders, the Superior
Court of Quebec and applicable government and regulatory authorities, the terms
of those approvals, the risk that a condition to closing contemplated by the
Arrangement Agreement may not be satisfied or waived and are otherwise as
discussed in the annual report as well as in the Corporation's Annual
Information Form for the year ended December 31, 2012. The Corporation disclaims
any intention or obligation to update or revise any forward-looking statements
whether as a result of new information or future events and except as required
by law. For additional information on risks and uncertainties relating to these
forward-looking statements, investors should consult the Corporation's ongoing
quarterly filings, annual report and Annual Information Form and other filings
found on SEDAR at www.sedar.com.
(i)Permission to use quotations from the ISS and Glass Lewis reports were
neither sought nor obtained.
FOR FURTHER INFORMATION PLEASE CONTACT:
CST Phoenix Advisors
Toll Free: 1-800-239-6813
inquiries@phoenixadvisorscst.com
Samira Sakhia, CPA, CA, MBA
Chief Financial Officer
Paladin Labs Inc.
514-669-5367
514-344-4675 (FAX)
Email: info@paladinlabs.com
Website: www.paladinlabs.com
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