OTTAWA, Ontario--(BUSINESS WIRE)--Nordion Inc. (TSX:NDN) (NYSE:NDZ) was advised today that the Parliament of Canada has enacted legislation affecting foreign ownership restrictions and limitations contained in the Nordion and Theratronics Divestiture Authorization Act (the “Nordion Act ”). The legislative amendments to the Nordion Act were included in Bill C-31, An Act to implement certain provisions of the budget tabled in Parliament on February 11, 2014, and other measures, which received Royal Assent today and in relevant part concurrently came into force. In accordance with the legislative amendments to the Nordion Act, the foreign ownership restrictions applicable to the Company will no longer apply to a change of control transaction with a "non-resident" (as defined in the Nordion Act) if such a transaction is approved under the Investment Canada Act. The Royal Assent and coming into force of these amendments to the Nordion Act were amongst the closing conditions for the previously announced proposed acquisition by Sterigenics of all the issued and outstanding common shares of Nordion.
The transaction remains subject to certain closing conditions, including regulatory approvals, such as under competition/antitrust laws and the Investment Canada Act, as more fully described in the Management Information Circular dated April 22, 2014, as supplemented on May 8, 2014 and June 2, 2014. In addition, the transaction is effectively conditional upon Nordion having at closing US$300 million of available cash on hand. The transaction is not subject to any financing condition and is expected to close in the second half of calendar 2014.
About Nordion Inc.
Nordion Inc. (TSX:NDN) (NYSE:NDZ) is a
global health science company that provides market-leading products used
for the prevention, diagnosis and treatment of disease. We are a leading
provider of medical isotopes and sterilization technologies that benefit
the lives of millions of people in more than 40 countries around the
world. Our products are used daily by pharmaceutical and biotechnology
companies, medical-device manufacturers, hospitals, clinics and research
laboratories. Nordion has over 400 highly skilled employees in three
locations. Find out more at www.nordion.com
and follow us at twitter.com/NordionInc.
Caution Concerning Forward-Looking Statements
This release contains forward-looking statements, within the meaning of certain securities laws, including under applicable Canadian securities laws and the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements relating to our expectations with respect to: the timing and outcome of the proposed acquisition by Sterigenics of all of the outstanding common shares of Nordion; the anticipated benefits of the transaction to the parties and their respective security holders; the timing and anticipated receipt of required regulatory approvals for the transaction; Sterigenics’ ability to complete its financing; the ability of the parties to satisfy the other conditions to, and to complete, the transaction; the anticipated timing for the closing of the transaction; and more generally statements with respect to our beliefs, plans, objectives, expectations, anticipations, estimates and intentions. The words “may”, “will”, “could”, “should”, “would”, “outlook”, “believe”, “plan”, “anticipate”, “estimate”, “project”, “expect”, “intend”, “indicate”, “forecast”, “objective”, “optimistic”, and similar words and expressions are also intended to identify forward-looking statements. In respect of the forward-looking statements and information concerning the anticipated benefits and completion of the proposed transaction and the anticipated timing for the completion of the transaction, Nordion and Sterigenics have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to prepare and mail security holder meeting materials; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory approvals; the ability of the parties to satisfy, in a timely manner, the other conditions of the closing of the transaction; and other assumptions and expectations concerning the transaction. There can be no assurance that the proposed transaction will occur, or that it will occur on the terms and conditions contemplated in this news release. The proposed transaction could be modified, restructured or terminated. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the parties are included in reports on file with applicable securities regulatory authorities, including in our 2013 Annual Information Form (AIF) and our 2014 Management Information Circular. Our 2013 AIF, 2014 Management Information Circular, and our other filings with the Canadian provincial securities commissions and the US Securities and Exchange Commission are available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on Nordion’s website at www.nordion.com.
The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. The Company does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.
