On December 23, 2004, Patheon Inc., a leading independent provider of pharmaceutical manufacturing and development services, acquired MOVA Pharmaceutical Corporation from a selling group led by majority owner Joaquín Viso.  MOVA is a leading U.S. prescription pharmaceutical contract manufacturer located in Puerto Rico.  The purchase price was U.S.$350 million, subject to an increase to a maximum of U.S.$441 million based on earn-out arrangements.  Patheon concurrently completed a $223,600,000 offering of common shares (that was supplemented by the exercise of an over-allotment option of $22,360,000 of common shares) and entered into new credit facilities in the amount of U.S.$169 million with Royal Bank of Canada as Administrative Agent and RBC Capital Markets as Lead Arranger and sole Book Runner.  Additional financing was also made available by Westernbank Puerto Rico which increased its existing credit facilities with MOVA to U.S.$123,000,000.  Portions of the purchase price for the acquisition were funded using the new credit facilities, proceeds of the equity offering, and the assumption of existing debt.  The acquisition of MOVA represents a significant strategic expansion for Patheon, giving it increased access to the U.S. market.

Patheon’s lead external counsel was Davies Ward Phillips & Vineberg LLP in Canada and the U.S..The Davies team included:  in Toronto Jay Swartz, Cameron Rusaw, and Darren Wasylucha (corporate and securities); Derek Vesey, Sonny Bhalla and Samantha Vaccaro (banking); Patrick Moyer and Donna Aronson (securities); Mark Katz and Julie Soloway (competition); Jeffrey Lem (real estate); and John Ulmer and Elie Roth (tax).  In New York the Davies team included Gerald Shepherd (anti-trust, corporate and securities), Valerie Vena and Jennifer Toone (securities) and Peter Glicklich (tax).