JLL and Royal DSM acquire Patheon Inc.

Patheon Inc. completed a court-approved statutory plan of arrangement under the Canada Business Corporations Act under which Patheon was acquired for US$9.32 per share in cash resulting in a total enterprise value for Patheon of approximately US$1.98 billion.

In connection with the Arrangement, JLL Partners, the middle-market private equity firm and a significant shareholder of Patheon, and Royal DSM (DSM), the global Life Sciences and Materials Sciences company, combined DSM Pharmaceutical Products and Patheon into a new privately held company, named DPx Holdings B.V.

Patheon’s internal legal team was led by Michael Lytton, Executive Vice President, Corporate Development and Strategy and General Counsel, and which included Jason Conner, Vice President, Global Legal and Assistant General Counsel, and Meenu Khindri-Patel, Managing Legal Counsel, Canada.

Patheon was represented in Canada by Dentons Canada LLP with a team led by Andrea Johnson and which included Lara Vos Smith, Ralph Shay and Gillian Carter (M&A and securities); Zahra Nurmohamed and Joel Nitikman (tax); Timothy Banks and James Wishart (litigation); Sandy Walker and Susan Paul (competition and foreign investment); and Heidi Clark and Alexandra North (financial services).  Patheon was represented in the United States by Brian Lane of Gibson Dunn & Crutcher LLP, as well as by Goodwin Procter LLP, and Hill Smith King & Wood LLP.

The Patheon special committee of independent directors was represented by Blake, Cassels & Graydon LLP with a team including Chris Hewat, Markus Viirland, Richard Turner, Faye Ghadiani and Karim Amlani (M&A and securities); Ryan Morris (litigation) and Jason Gudofsky (competition and foreign investment).

JLL and its affiliates were represented in Canada by Borden Ladner Gervais LLP with a team led by Paul Mingay that included Jason Saltzman and Andrew Bunston (M&A and securities); Steve Suarez and Camille Jordaan (tax) and Colin MacDonald (competition and foreign investment). Skadden, Arps, Slate, Meagher & Flom LLP and Simpson Thacher & Bartlett LLP represented JLL and its affiliates in the United States.

DSM was represented in the US by Latham & Watkins LLP with a team led by Ted Sonnenschein and Adel Aslani-Far and that included Shaun Hartley; and by Cleary Gottlieb Steen & Hamilton LLP, Allen & Overy LLP and Hinckley, Allen & Snyder LLP.

DSM was represented in Canada by Norton Rose Fulbright Canada LLP with a team led by Amar Leclair-Ghosh (M&A and corporate) and that included Elliot Shapiro (securities), Derek Chiasson (tax), Kevin Ackhurst (competition), Thierry Dorval (regulatory and governance), Sarah Crossley (employment and labour), Mathieu Deschamps (corporate) and Meghan Stewart (corporate and securities).

In connection with the arrangement, debt financing was committed by J.P. Morgan, UBS, Jefferies, KeyBank, and Morgan Stanley.  The lenders were represented in Canada by Blake, Cassels & Graydon LLP with a team including Nathan Cheifetz, Aimee Yee and Chris Burr (financial services) and Daniel Kofman (real estate).

Paul Hastings LLP represented UBS AG, Stamford Branch, J.P. Morgan Securities LLC, Jefferies Finance LLC, Keybank National Association, Morgan Stanley Senior Funding, Inc., Sumitomo Mitsui Banking Corp., and Barclays Bank PLC, as joint lead arrangers and joint bookrunners, with a team led by Michael Michetti and Joel Simon (finance) and included Chris Ross, Heidi Spalholz, Sun Kim, Mitchell Zuckerman and Yian Huang (finance).