On April 13, 2007, MDS Inc., a leading provider of products and services to the global life sciences markets, completed the purchase of 22,831,050 of its common shares at a purchase price of $21.90 per share, for an aggregate purchase price of $500 million, pursuant to its issuer bid dated February 28, 2007, which expired on April 5, 2007. The purchased shares represented approximately 15.8 per cent of the outstanding common shares of MDS.
The issuer bid was conducted pursuant to a modified “Dutch auction” procedure, pursuant to which tendering shareholders were given the opportunity to tender their shares (i) pursuant to “auction tenders,” by specifying a price of not less than $21 per share and not more than $23.50 per share at which they were prepared to have their shares purchased pursuant to the issuer bid, or (ii) pursuant to “purchase price tenders,” without specifying the price at which they were willing to have their shares purchased, allowing their shares to be purchased at the purchase price determined in accordance with the terms of the bid.
Approximately 22.8 million common shares were tendered to the issuer bid at prices at or below the purchase price determined in accordance with the terms of the bid of $21.90 per share. After the purchase of odd lots, the common shares were taken up on a pro rata basis such that shareholders who deposited common shares at or below the purchase price of $21.90 per share had approximately 99.9 per cent of the common shares they tendered purchased under the bid.
Peter Brent, senior vice-president, legal, acted for MDS in connection with the issuer bid with assistance from Richard Steinberg and Dan Batista (securities) and Ron Nobrega (tax) of Fasken Martineau DuMoulin LLP.
Christopher Morgan and Raziel Zisman of Skadden, Arps, Slate, Meagher & Flom LLP were US counsel to MDS.