Patheon starts legal action against JLL
The Canadian company has asked Ontario’s Superior Court of Justice to prevent JLL, which holds a 29 per cent stake, from exercising any of its restricted voting rights.
Patheon has also asked the court to remove JLL’s nominees Ramsey Frank, Paul Levy and Thomas Taylor from its board and restrict the investment group’s ability to appoint replacements.
Paul Currie, who chairs the committee Patheon’s set up to examine JLL’s bid, said the latest move is designed to "defend the best interests of all shareholders in response to JLL's inadequate, opportunistic and coercive bid."
JLL, which is yet to issue a response, recently extended the period of its $2 per share buyout offer to June 1.
Shareholder meeting in light of Mova group requisition
The committee, which has been ramping up efforts to defend against JLL all year, also called a shareholder meeting to “deal with the matters set out in the previously announced requisition received from dissidents Joaquin Viso and Olga Lizardi.”
Viso and Lizard both received restricted voting rights shares during Patheon’s acquisition of their firm, Puerto Rican contract manufacturing organisation (CMO) Mova, in 2004.
In March, Patheon voiced concerns that JLL appeared to be offering “special rights and protections” to the Mova Group and suggested that that the investors are “party to a collateral agreement which provides consideration of greater value.”
When announcing plans for the September 11 shareholder meeting last week Currie said: "We strongly believe that it is important for the independent directors who have acted to protect shareholder interests to continue to be able to do so.
"This is especially important given that JLL continues to pursue its bid and has stated its intention to pursue a related subsequent acquisition or 'squeeze-out' transaction."
