Sterigenics Raises Cash Consideration For Nordion - Quick Facts

(RTTNews) - Canadian health science company Nordion Inc. (NDZ, NDN.TO) announced Monday that it has reached a second amendment to the previously announced definitive agreement with Sterigenics providing that shareholders of Nordion will now be entitled to a cash consideration of $13.00 per share upon closing of the proposed acquisition by Sterigenics of all the issued and outstanding common shares of Nordion.

In an effort to secure the necessary shareholder support for the Arrangement resolution, Sterigenics has increased the cash consideration per share from $12.25 to $13.00 per share.

On May 30, 2014, Nordion received an unsolicited written acquisition proposal from a third party for the acquisition of all the issued and outstanding common shares of Nordion for a price of $12.50 per share payable in cash. The third party is the same party that made an unsolicited written acquisition proposal on April 25, 2014 , which was publicly announced by Nordion on May 5, 2014.

On the evening of May 30, 2014, the Board unanimously determined that the Revised Unsolicited Proposal was an Acquisition Proposal that could reasonably be expected to constitute or lead to a Superior Proposal. Nordion notified Sterigenics of this determination and, further to this notification, Nordion and Sterigenics discussed possible amendments to the Arrangement Agreement, which ultimately resulted in Nordion and Sterigenics entering into the Second Amendment. As a result, the Board determined that the Revised Unsolicited Proposal was no longer an Acquisition Proposal that could reasonably be expected to constitute or lead to a Superior Proposal.

The Arrangement is now valued at approximately $805 million and will be funded using a combination of new debt facilities and equity financing, both of which are fully committed, Sterigenics' cash on hand and a portion of Nordion's cash on hand.

The Increased Consideration represents a premium of approximately 24.0% to the closing price of $10.48 per share on the NYSE on March 27, 2014, the day immediately before the initial announcement concerning the Arrangement.

The Board unanimously approved the Second Amendment and re-affirmed its recommendation that shareholders vote FOR the Arrangement at the Annual and Special Meeting of Shareholders and approved the postponement of the Meeting to Friday, June 6, 2014 to provide shareholders with the opportunity to either cast their vote if they have not done so already or reconsider their position.

In Late-March, Nordion agreed to be acquired by U.S.-based Sterigenics, a sterilization services provider and a portfolio company of private equity firm GTCR LLC, in a deal valued at $727 million. As per the terms, Nordion shareholders would receive an aggregate cash consideration of $11.75 per share.