Sterigenics Enters Into Definitive Agreement to Acquire Nordion

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Nordion Inc. announces that it has entered into a definitive agreement to be acquired by Sterigenics, a global leader in sterilization services and a portfolio company of GTCR LLC, a leading private equity firm based in Chicago. Upon closing of this transaction, Nordion will operate as a standalone company within Sterigenics and will continue to operate under the Nordion name.

The total transaction is valued at approximately $727 million and will be funded using a combination of new debt facilities and equity financing, both of which are fully committed, Sterigenics's cash on hand, and a portion of Nordion's cash on hand. The Consideration represents a premium of approximately 12% to the closing price of $10.48 per share on the NYSE on March 27, 2014 and a premium of approximately 24% over the 90-day volume weighted average price of US$9.47 per share on the NYSE. Adjusting for the company’s fiscal Q1 2014 reported cash and cash equivalents balance of $319.5 million or $5.16 per share, the cash adjusted premium to the 90-day volume weighted average price on the NYSE is approximately 53%.

"This transaction delivers value to our shareholders and is a good strategic fit for Nordion," says Steve West, CEO of Nordion. "We believe this partnership is beneficial to Nordion's employees and our customers, as Nordion and Sterigenics combine their global expertise, industry knowledge and the same focus on high quality standards and values. This transaction also marks the successful completion of Nordion’s strategic review."

Sterigenics, a global leader in sterilization services headquartered in Deerfield, Ill., offers technology in all major sterilization modalities.

“Nordion is a recognized global leader in the medical isotopes and sterilization sectors, sharing a similar mission to improve global public health,” says Michael Mulhern, CEO of Sterigenics. “Through this acquisition, our focus is to ensure a stable long-term source of Cobalt-60 that will maintain customer confidence in the future availability and growth of gamma sterilization as one of many sterilization options. In the short term, Nordion customers should expect business as usual. Over the long run, we look forward to working with existing and new reactor partners to create a larger and more reliable supply of Cobalt-60 for the future.”

The board of directors of Nordion, acting on the unanimous recommendation of the special committee comprised solely of independent directors, has unanimously approved the transaction and recommends that Nordion shareholders vote in favor of the transaction.

Source: Nordion Inc.



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