The Cross-Border Biotech Blog

Biotechnology, Health and Business in Canada, the United States and Worldwide

Patheon and JLL Head (Back) to Court

Hockey_fightIf you’ve been following the Canadian takeover saga that is JLL Partners’ bid for Patheon, you’ll be not at all surprised to learn that litigation is now pending.  Read all the gory details from today’s announcement by Patheon’s Special Committee of Independent Directors

The Company is suing JLL and its nominees to Patheon’s Board, Ramsey A. Frank, Paul S. Levy and Thomas S. Taylor, alleging “breach of fiduciary duties, oppression, conspiracy and breach of contract.”

Patheon is asking the court to issue orders:

  • prohibiting JLL from voting the Restricted Voting Shares acquired under its bid unless and until authorized to do so by further court order;
  • removing the JLL nominees from the Board and restricting JLL’s ability to appoint replacements;
  • terminating JLL’s Board representation and special approval rights under its investor agreement with Patheon;
  • prohibiting JLL from taking up any further Restricted Voting Shares under its bid; and
  • for significant monetary damages.

And what about Faction No. 3 — Joaquin Viso and Olga Lizardi?  The Special Committee set the date for the meeting they requested for the purpose of removing all (six) non-JLL directors elected at the AGM, but the date is not until September 11, 2009.  The Special Committee cited a number of factors in its choice of the distant date, including the need to resolve the aforementioned litigation.

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