MDS Acquires Phoenix International and Launches MDS Proteomics

MDS Inc., an international health and life sciences company, announced on April 7, 2000 that it had successfully completed its take-over bid of Phoenix International Life Sciences Inc. (Phoenix), which was valued at $500 million. The bid involved a cash or shares option, with those shareholders in Phoenix opting for the cash option receiving $16 per share, and those who opted for the share option receiving approximately 0.30 of an MDS share and approximately $3.80-4.00 in cash.

Fasken Martineau DuMoulin LLP in Toronto acted for MDS Inc. on the transaction, with a team comprised of Jon Levin, Richard J. Steinberg, Anthony Baldanza and Jennifer Mazin, with William Bies providing tax advice. McCarthy Tétrault in Montreal represented Phoenix with a team led by Christiane Jodoin. Norman Rishikof of Lapointe Rosenstein in Montreal represented Mr. Lucien Stéru, the largest shareholder of Phoenix.

The acquisition follows the April 3, 2000 announcement by MDS Inc. and MDS Proteomics Inc. of the closing of one of the largest equity offerings of a private company in Canada. MDS Proteomics Inc. raised gross proceeds of $82.5 million pursuant to a private placement of special warrants to investors in Canada, the United States and elsewhere and values the company at approximately $600 million. Canaccord Capital Corporation, HSBC Securities Canada, and Yorkton Securities acted as underwriters on the placement.

Fasken Martineau DuMoulin LLP again acted for MDS Inc. and MDS Proteomics, with a team comprised of Richard J. Steinberg, Michael Robinson, Q.C., John Turner and Jennifer Mazin, with Douglas Cannon providing tax advice. Acting for the underwriters was Cassels Brock & Blackwell LLP. The Cassels Brock team included Peter Marrone, Norman Findlay and Mindy Gilbert.