Patheon Special Committee Engages Advisors To Prepare For Unsolicited Bid From JLL

Patheon Inc. ("Patheon" or the "Company"), recently announced that the Special Committee of independent directors created by its Board of Directors to review the proposed unsolicited offer from JLL Patheon Holdings, LLC ("JLL") has engaged independent advisors to assist it in evaluating and making recommendations to the Board of Directors and shareholders about what actions, if any, they should take in response to the JLL offer.

The Special Committee is composed of Paul W. Currie (Chair), Claudio Bussandri, Peter A.W.Green and Derek J. Watchorn, each of whom is independent of Patheon management and not associated with JLL.

The Special Committee has met several times since beginning its work in December. The Special Committee has engaged BMO Capital Markets as an independent financial advisor to complete a formal valuation of Patheon. The formal valuation is required by applicable securities laws because the offer proposed by JLL would be considered an "insider bid".

In addition, the Special Committee has engaged Goldman, Sachs & Co. as its financial advisor to assist in the evaluation of any offer made by JLL and related matters. It has also retained Davies Ward Phillips & Vineberg LLP as legal counsel.

On December 8, 2008, Patheon announced it had been advised that JLL, an affiliate of JLL Partners, Inc. ("JLL Partners") of New York, intended to make an unsolicited offer to acquire any or all of the outstanding restricted voting shares of Patheon that it does not already own at a price of US$2.00 per share in cash. Patheon understands that JLL currently holds 1,650,000 of the restricted voting shares of the Company. JLL also owns convertible preferred shares of Patheon which, if converted and taken together with its holdings of restricted voting shares, would represent approximately 29% of the restricted voting shares of the Company.

The Special Committee reminds Patheon shareholders that no offer has yet been made for their shares of the Company and they do not need to take any action at this time.

"While we are not in a position to make a recommendation to shareholders since JLL has so far only announced an intention to make an offer, we are fully prepared and committed to serving the best interests of Patheon and its shareholders," said Paul Currie, Chairman of the Special Committee. "The financial results for the fourth quarter indicate that the restructuring of the Company is being successfully completed. The Special Committee fully supports the five-year strategic plan and the 2009 fiscal year budget that were developed by the management team led by Wes Wheeler and recently approved by the Board".

The Special Committee will provide additional information to shareholders when appropriate.

About Patheon
Patheon Inc. (www.patheon.com) is a leading global provider of contract development and manufacturing services to the global pharmaceutical industry. Patheon prides itself in providing the highest quality products and services to more than 300 of the world's leading pharmaceutical and biotechnology companies. Patheon's services range from preclinical development through commercial manufacturing of a full array of dosage forms including parenteral, solid, semi-solid and liquid forms. Patheon uses many innovative technologies including single-use disposables, Liquid-Filled Hard Capsules and a variety of modified release technologies.

Patheon's comprehensive range of fully integrated Pharmaceutical Development Services includes pre-formulation, formulation, analytical development, clinical manufacturing, scale-up and commercialization. Patheon can take customers direct to clinic with global clinical packaging and distribution services and Patheon's Quick to Clinic™ programs can accelerate early phase development project to clinical trials while minimizing the consumption of valuable API.

Patheon's integrated development and manufacturing network of 11 facilities, and 6 development centers across North America and Europe, strives to ensure that customer products can be launched with confidence anywhere in the world.

SOURCE: Patheon Inc.